e8vk12b
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 31, 2007
Enstar Group Limited
(Exact name of registrant as specified in its charter)
         
Bermuda       N/A
         
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
     
P.O. Box HM 2267, Windsor Place, 3rd Floor
18 Queen Street, Hamilton HM JX Bermuda
 
N/A
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (441) 292-3645
Castlewood Holdings Limited
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

ITEM 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS.
ITEM 2.01. COMPLETION OF ACQUISITION.
ITEM 5.02. APPOINTMENT OF EXECUTIVE CHAIRMAN
ITEM 5.03. AMENDMENT TO MEMORANDUM OF ASSOCIATION AND BYE-LAWS.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURES
EXHIBIT INDEX
Second Amended and Restated Bye-Laws of Enstar Group Limited
Registration Rights Agreement
Indemnification Agreement, Dominic F. Silvester
Indemnification Agreement, Paul J. O'Shea
Indemnification Agreement, Nicholas A. Packer
Indemnification Agreement, J. Christopher Flowers
Indemnification Agreement, John J. Oros
Indemnification Agreement, Nimrod T. Frazer
Indemnification Agreement, Gregory L. Curl
Indemnification Agreement, Paul J. Collins
Indemnification Agreement, T. Wayne Davis
Indemnification Agreement, T. Whit Armstrong
Employment Agreement, John J. Oros
Text of Joint Press Release


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ITEM 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS.
     In connection with the completion of the merger described in Item 2.01 below (the “Merger”), on January 31, 2007, Enstar Group Limited (formerly Castlewood Holdings Limited) (“Castlewood”) entered into a Registration Rights Agreement with certain of its shareholders identified as signatories thereto (the “Registration Rights Agreement”). The Registration Rights Agreement provides that, after the expiration of one year from the date of the Registration Rights Agreement, any of Trident II, L.P. (“Trident”) and certain of its affiliates, J. Christopher Flowers and Dominic F. Silvester may require that Castlewood effect the registration under the Securities Act of 1933, as amended (the “Securities Act”) of all or any part of such holder’s registrable securities. Trident and its affiliates are entitled to make three requests and Messrs. Flowers and Silvester are each entitled to make two requests. The Registration Rights Agreement further provides that, after the expiration of 90 days from the date of the Registration Rights Agreement and prior to the first anniversary of such date, Trident has the right to require Castlewood to effect the registration of up to 750,000 shares of registrable securities. A description of the terms and conditions of the Registration Rights Agreement is set forth on pages 77 to 79 of the proxy statement/prospectus included in Castlewood’s Registration Statement on Form S-4 (File No. 333-135699) (the “Registration Statement”) declared effective by the Securities and Exchange Commission (the “SEC”) on December 15, 2006; however, such description does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference.
     Also on January 31, 2007 and in connection with the Merger, Castlewood entered into Indemnification Agreements with each of Dominic F. Silvester, Paul J. O’Shea, Nicholas A. Packer, J. Christopher Flowers, John J. Oros, Nimrod T. Frazer, Gregory L. Curl, Paul J. Collins, T. Wayne Davis and T. Whit Armstrong. Each individual is a member of Castlewood’s board of directors and Messrs. Silvester, O’Shea, Packer and Oros are also executive officers of Castlewood.
     Each Indemnification Agreement provides, among other things, that Castlewood will, to the extent permitted by applicable law, indemnify and hold harmless each indemnitee if, by reason of such indemnitee’s status as a director or officer of the Company, such indemnitee was, is or is threatened to be made a party or participant in any threatened, pending or completed proceeding, whether of a civil, criminal, administrative, regulatory or investigative nature, against all judgments, fines, penalties, excise taxes, interest and amounts paid in settlement and incurred by such indemnitee in connection with such proceeding. In addition, each of the Indemnification Agreements provides for the advancement of expenses incurred by the indemnitee in connection with any proceeding covered by the agreement, subject to certain exceptions. None of the Indemnification Agreements precludes any other rights to indemnification or advancement of expenses to which the indemnitee may be entitled, including but not limited to, any rights arising under Castlewood’s governing documents, or any other agreement, any vote of the shareholders of Castlewood or any applicable law.

 


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     The above description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to the Indemnification Agreements attached hereto as Exhibits 10.2 through 10.11, which are incorporated herein by reference.
ITEM 2.01. COMPLETION OF ACQUISITION.
     On January 31, 2007, Castlewood completed the merger (the “Merger”) of CWMS Subsidiary Corp., a Georgia corporation and wholly-owned subsidiary of Castlewood (“CWMS”), with and into The Enstar Group, Inc., a Georgia corporation (“Enstar”), in accordance with an Agreement and Plan of Merger (the “Merger Agreement”) by and among Castlewood, CWMS and Enstar. As a result of the Merger, Enstar, renamed Enstar USA, Inc., is now a direct wholly-owned subsidiary of Castlewood.
     Prior to the Merger, Enstar owned an approximately 32% economic interest and 50% voting interest in Castlewood. Each of J. Christopher Flowers, John J. Oros, Nimrod T. Frazer and Cheryl D. Davis, officers and/or directors of Enstar, served as directors of Castlewood prior to the Merger. In addition, prior to the Merger, certain employees of Castlewood owned, directly or indirectly, a total of 115,139 shares of Enstar’s common stock, including 110,230 shares of common stock owned by Dominic Silvester, the Chief Executive Officer and a director, of Castlewood.
     In the Merger, holders of shares of Enstar common stock received one ordinary share of Castlewood for each share of Enstar common stock they owned immediately prior to the closing of the Merger. The aggregate consideration paid to former Enstar shareholders consisted of 5,739,384 ordinary shares of Castlewood. Prior to the Merger, Enstar paid a special dividend of $3.00 per share to its common stockholders of record on January 16, 2007.
     Each outstanding option to purchase shares of Enstar common stock granted under the Enstar stock plans prior to the Merger was assumed by Castlewood and converted into an option to purchase ordinary shares of Castlewood. The per share exercise price of each new option will be set at a ratio to the trading price of the ordinary shares of Castlewood immediately following the closing of the Merger that equals the ratio of the exercise price of the corresponding Enstar stock option to the trading price of the shares of Enstar common stock immediately prior to the closing of the merger. The number of Castlewood ordinary shares underlying the new option will be set so that the aggregate spread value of the new option approximately equals the spread value of the former Enstar stock option.
     Each restricted stock unit issued under Enstar’s Deferred Compensation and Stock Plan for Non-employee Directors that was outstanding immediately prior to the closing of the Merger will automatically convert from a right in respect of a share of Enstar common stock into a right in respect of one ordinary share of Castlewood.

 


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     The ordinary shares of Castlewood issued in the Merger were registered under the Securities Act, pursuant to the Registration Statement. Pursuant to Rule 12g-3(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the ordinary shares of Castlewood are deemed registered under Section 12(b) of the Exchange Act. Ordinary shares of Castlewood have been approved for listing on the Nasdaq Global Select Market and are expected to begin trading under the symbol “ESGR” on February 1, 2007. The description of ordinary shares of Castlewood contained under the captions “Description of New Enstar’s Share Capital — Ordinary Shares, — Non-Voting Convertible Ordinary Shares, — Preferred Shares, — Change of Control and Related Provisions of New Enstar’s Memorandum of Association and Bye-Laws, — Limitation on Voting Power of Shares, — Restrictions on Transfer, — Unissued Shares, — Classified Board of Directors, Vacancies and Removal of Directors, — Other Bye-Law Provisions” in the proxy statement/prospectus included in the Registration Statement is incorporated by reference herein.
     Enstar’s common stock was registered pursuant to Section 12(b) of the Exchange Act and listed on the Nasdaq Global Select Market. Enstar has delisted its common stock from the Nasdaq Global Select Market and will file a Form 15 with the SEC to terminate its registration under the Exchange Act of its common stock.
     In addition, immediately prior to the closing of the Merger, Castlewood completed a recapitalization pursuant to the terms set forth in that certain Recapitalization Agreement dated May 23, 2006, by and among Castlewood, Enstar, Trident and certain other shareholders of Castlewood (the “Recapitalization Agreement”). In connection with the recapitalization, Castlewood: (1) exchanged all of its outstanding shares for ordinary shares of Castlewood, (2) designated the initial Board of Directors of Castlewood immediately following the Merger; (3) repurchased certain shares of Castlewood held by Trident and its affiliates; (4) made payments totaling $5,076,000 to certain of Castlewood’s executive officers and employees, which payments are intended to provide the recipients with a cash incentive to remain with Castlewood following the Merger; and (5) purchased, through its wholly-owned subsidiary, Castlewood Limited, the shares of B.H. Acquisition Ltd., a Bermuda company, held by an affiliate of Trident. The Recapitalization Agreement restricts the transfer by the shareholders party thereto of ordinary shares of Castlewood received in the recapitalization for one year, subject to certain exceptions. The directors of Enstar, all of whom are now directors of Castlewood, have agreed to similar transfer restrictions on the ordinary shares of Castlewood that they received in the Merger. Pursuant to a prior agreement, Castlewood also has agreed to repurchase from two directors of Enstar, Messrs. T. Whit Armstrong and T. Wayne Davis, upon their request, during a 30-day period commencing January 15, 2007, at the then prevailing market price, such number of ordinary shares of Castlewood as provides an amount sufficient for Mr. Armstrong and Mr. Davis to pay taxes on compensation income resulting from the exercise of options by them on May 23, 2006 for 50,000 shares of Enstar common stock in the aggregate. Castlewood’s obligation to repurchase ordinary shares is limited to 25,000 ordinary shares from each of Mr. Armstrong and Mr. Davis.
     A copy of the joint press release announcing the completion of the Merger is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

 


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ITEM 5.02. APPOINTMENT OF EXECUTIVE CHAIRMAN
     In connection with the Merger, Castlewood and its subsidiary, Castlewood (US) Inc., entered into an employment agreement with John J. Oros, a member of Castlewood’s board of directors. Pursuant to the agreement, Mr. Oros will serve as Executive Chairman of Castlewood.
     The employment agreement with Mr. Oros has an initial five-year term and, after the initial term ends, renews for additional one-year periods unless any party gives prior written notice to terminate the agreement. As compensation for his services, Mr. Oros will (1) receive a base salary of $282,500, (2) be eligible for incentive compensation under Castlewood’s incentive compensation programs and (3) will be entitled to certain employee benefits, including, a housing allowance, a life insurance policy in the amount of five times his base salary, medical, dental and long-term disability insurance, and payment of an amount equal to 10% of his base salary each year to his retirement savings plan.
     The agreement with Mr. Oros also provides that if Mr. Oros’ employment is terminated during the term of the agreement by Castlewood without “cause” or by Mr. Oros for “good reason” (in addition to accrued but unpaid compensation), (1) Mr. Oros would be entitled to receive a lump sum amount equal to three times the base salary payable to him and medical benefits for Mr. Oros and his spouse and dependents for three years; (2) each outstanding equity incentive award granted to Mr. Oros before, on or within three years after the merger will become immediately vested and exercisable on the date of termination and (3) if, for the year in which Mr. Oros’ employment is terminated, Castlewood achieves the performance goals established in accordance with any incentive plan in which he participates, Castlewood will pay an amount equal to the bonus that he would have received had he been employed by Castlewood for the full year. If there is a change of control of Castlewood during the term of the employment agreement and Mr. Oros’ employment is terminated within one year after such change of control by Castlewood without “cause” or by Mr. Oros for “good reason,” Mr. Oros will be entitled to the compensation described in the preceding sentence and each outstanding equity incentive award granted to him after the merger (regardless of whether granted within three years after the merger) will become immediately vested and exercisable on the date of termination.
     For purposes of the Mr. Oros’ employment agreement, “cause” generally means:
    fraud or dishonesty in connection with Mr. Oros’ employment that results in a material injury to Castlewood;
 
    conviction of any felony or crime involving fraud or misrepresentation;
 
    Mr. Oros’ failure to perform his employment-related duties; or
 
    material and continuing failure to follow reasonable instructions of Castlewood’s board of directors.

 


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     For purposes of the Mr. Oros’ employment agreement, “good reason” means:
    material breach of Castlewood’s obligations under the agreements;
 
    relocation of Mr. Oros’ principal business office in Bermuda without his prior agreement; or
 
    any material reduction in Mr. Oros’ duties or authority.
     Under the terms of Mr. Oros’ employment agreement, Mr. Oros agrees not to compete with Castlewood for the term of the employment agreement and, if his employment with Castlewood is terminated before the end of the initial five-year term, for a period of 18 months after his termination of employment.
     A copy of Mr. Oros’ employment agreement is attached hereto as Exhibit 10.12 and is incorporated herein by reference.
     Mr. Oros, 59, has served as a director of Enstar since March of 2000. Mr. Oros was named to the position of Executive Vice President of Enstar in March of 2000 and on June 6, 2001, Mr. Oros was named President and Chief Operating Officer. Before joining Enstar, Mr. Oros was an investment banker at Goldman, Sachs & Co. in the Financial Institutions Group. Mr. Oros joined Goldman, Sachs & Co. in 1980 and was made a General Partner in 1986. Mr. Oros resigned from Goldman, Sachs & Co. in March 2000 to join Enstar. In February 2006, Mr. Oros became a Managing Director of J.C. Flowers & Co. LLC, which serves as investment advisor to J.C. Flowers II L.P., a newly-formed private equity fund. Mr. Oros has been a director of Castlewood since 2001.
     A complete description of transactions involving Castlewood and/or Enstar and Mr. Oros is set forth in “Certain Relationships and Related Transactions — Castlewood” and “Certain Relationships and Related Transactions — Enstar” on pages 182 through 185 of the proxy statement/prospectus included in the Registration Statement, which description is incorporated herein by reference.
ITEM 5.03. AMENDMENT TO MEMORANDUM OF ASSOCIATION AND BYE-LAWS.
     In connection with the transactions contemplated by the Recapitalization Agreement, immediately prior to the closing of the Merger, Castlewood formally changed its name to “Enstar Group Limited” and its Second Amended and Restated Bye-Laws became effective. A copy of Castlewood’s Second Amended and Restated Bye-Laws is attached hereto as Exhibit 3.1. The name change and the Second Amended and Restated Bye-Laws were adopted and approved by Castlewood’s shareholders in connection with their adoption and approval of the transactions contemplated by the Recapitalization Agreement.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 


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(a) Financial Statements of Business Acquired:
The audited consolidated balance sheets of Enstar as of December 31, 2005 and December 31, 2004 and the consolidated statements of income, consolidated statements of comprehensive income, consolidated statements of shareholders’ equity and consolidated statements of cash flows for each of the fiscal years ended December 31, 2005, December 31, 2004, and December 31, 2003, and the independent registered public accounting firm’s report related thereto are incorporated herein by reference from Enstar’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2005.
The unaudited consolidated balance sheet of Enstar as of September 30, 2006 and the condensed consolidated statements of earnings, condensed consolidated statements of comprehensive income, condensed consolidated statements of shareholders’ equity and condensed consolidated statements of cash flows for the three- and nine-month periods ended September 30, 2006 are incorporated herein by reference from Enstar’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.
(b) Pro Forma Financial Information:
The unaudited pro forma condensed combined financial statements of Castlewood and Enstar as of and for the year ended December 31, 2006 and as of September 30, 2006 and for the nine-month period then ended are incorporated herein by reference to the proxy statement/prospectus that forms a part of the Registration Statement.
(d) Exhibits.
     
2.1
  Agreement and Plan of Merger, dated as of May 23, 2006, as amended on November 21, 2006, by and among Castlewood Holdings Limited, CWMS Subsidiary Corp. and The Enstar Group Inc. (incorporated by reference to Exhibit 2.1 to the proxy statement/prospectus that forms a part of the Registration Statement on Form S-4 of Castlewood, as filed with the Securities and Exchange Commission and declared effective December 15, 2006).
 
   
2.2
  Recapitalization Agreement, dated as of May 23, 2006, among Castlewood Holdings Limited, The Enstar Group, Inc. and the other parties signatory thereto (incorporated by reference to Exhibit 2.2 to the proxy statement/prospectus that forms a part of the Registration Statement on Form S-4 of Castlewood, as filed with the Securities and Exchange Commission and declared effective December 15, 2006).
 
   
3.1
  Second Amended and Restated Bye-Laws of Enstar Group Limited (formerly Castlewood Holdings Limited).
 
   
10.1
  Registration Rights Agreement, dated as of January 31, 2007, by and among Castlewood Holdings Limited, Trident II, L.P., Marsh & McLennan Capital Professionals Fund, L.P., Marsh & McLennan Employees’ Securities Company, L.P., J. Christopher Flowers, Dominic F. Silvester and the other parties thereto set forth on the Schedule of Shareholders attached thereto.

 


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10.2
  Indemnification Agreement, dated as of January 31, 2007, by and between Enstar Group Limited (formerly known as Castlewood Holdings Limited) and Dominic F. Silvester.
 
   
10.3
  Indemnification Agreement, dated as of January 31, 2007, by and between Enstar Group Limited (formerly known as Castlewood Holdings Limited) and Paul J. O’Shea.
 
   
10.4
  Indemnification Agreement, dated as of January 31, 2007, by and between Enstar Group Limited (formerly known as Castlewood Holdings Limited) and Nicholas A. Packer.
 
   
10.5
  Indemnification Agreement, dated as of January 31, 2007, by and between Enstar Group Limited (formerly known as Castlewood Holdings Limited) and J. Christopher Flowers.
 
   
10.6
  Indemnification Agreement, dated as of January 31, 2007, by and between Enstar Group Limited (formerly known as Castlewood Holdings Limited) and John J. Oros.
 
   
10.7
  Indemnification Agreement, dated as of January 31, 2007, by and between Enstar Group Limited (formerly known as Castlewood Holdings Limited) and Nimrod T. Frazer.
 
   
10.8
  Indemnification Agreement, dated as of January 31, 2007, by and between Enstar Group Limited (formerly known as Castlewood Holdings Limited) and Gregory L. Curl.
 
   
10.9
  Indemnification Agreement, dated as of January 31, 2007, by and between Enstar Group Limited (formerly known as Castlewood Holdings Limited) and Paul J. Collins.
 
   
10.10
  Indemnification Agreement, dated as of January 31, 2007, by and between Enstar Group Limited (formerly known as Castlewood Holdings Limited) and T. Wayne Davis.
 
   
10.11
  Indemnification Agreement, dated as of January 31, 2007, by and between Enstar Group Limited (formerly known as Castlewood Holdings Limited) and T. Whit Armstrong.
 
   
10.12
  Employment Agreement, dated January 31, 2007, by and among Castlewood Holdings Limited, Castlewood (US) Inc., and John J. Oros.
 
   
99.1
  Text of the Joint Press Release of Enstar and Castlewood, dated January 31, 2007.

 


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
  ENSTAR GROUP LIMITED
 
 
Date: January 31, 2007  By:   /s/ Richard J. Harris    
    Richard J. Harris   
    Chief Financial Officer   

 


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EXHIBIT INDEX
     
2.1
  Agreement and Plan of Merger, dated as of May 23, 2006, as amended on November 21, 2006, by and among Castlewood Holdings Limited, CWMS Subsidiary Corp. and The Enstar Group Inc. (incorporated by reference to Exhibit 2.1 to the proxy statement/prospectus that forms a part of the Registration Statement on Form S-4 of Castlewood, as filed with the Securities and Exchange Commission and declared effective December 15, 2006).
 
   
2.2
  Recapitalization Agreement, dated as of May 23, 2006, among Castlewood Holdings Limited, The Enstar Group, Inc. and the other parties signatory thereto (incorporated by reference to Exhibit 2.2 to the proxy statement/prospectus that forms a part of the Registration Statement on Form S-4 of Castlewood, as filed with the Securities and Exchange Commission and declared effective December 15, 2006).
 
   
3.1
  Second Amended and Restated Bye-Laws of Enstar Group Limited (formerly Castlewood Holdings Limited).
 
   
10.1
  Registration Rights Agreement, dated as of January 31, 2007, by and among Castlewood Holdings Limited, Trident II, L.P., Marsh & McLennan Capital Professionals Fund, L.P., Marsh & McLennan Employees’ Securities Company, L.P., J. Christopher Flowers, Dominic F. Silvester and the other parties thereto set forth on the Schedule of Shareholders attached thereto.
 
   
10.2
  Indemnification Agreement, dated as of January 31, 2007, by and between Enstar Group Limited (formerly known as Castlewood Holdings Limited) and Dominic F. Silvester.
 
   
10.3
  Indemnification Agreement, dated as of January 31, 2007, by and between Enstar Group Limited (formerly known as Castlewood Holdings Limited) and Paul J. O’Shea.
 
   
10.4
  Indemnification Agreement, dated as of January 31, 2007, by and between Enstar Group Limited (formerly known as Castlewood Holdings Limited) and Nicholas A. Packer.
 
   
10.5
  Indemnification Agreement, dated as of January 31, 2007, by and between Enstar Group Limited (formerly known as Castlewood Holdings Limited) and J. Christopher Flowers.
 
   
10.6
  Indemnification Agreement, dated as of January 31, 2007, by and between Enstar Group Limited (formerly known as Castlewood Holdings Limited) and John J. Oros.

 


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10.7
  Indemnification Agreement, dated as of January 31, 2007, by and between Enstar Group Limited (formerly known as Castlewood Holdings Limited) and Nimrod T. Frazer.
 
   
10.8
  Indemnification Agreement, dated as of January 31, 2007, by and between Enstar Group Limited (formerly known as Castlewood Holdings Limited) and Gregory L. Curl.
 
   
10.9
  Indemnification Agreement, dated as of January 31, 2007, by and between Enstar Group Limited (formerly known as Castlewood Holdings Limited) and Paul J. Collins.
 
   
10.10
  Indemnification Agreement, dated as of January 31, 2007, by and between Enstar Group Limited (formerly known as Castlewood Holdings Limited) and T. Wayne Davis.
 
   
10.11
  Indemnification Agreement, dated as of January 31, 2007, by and between Enstar Group Limited (formerly known as Castlewood Holdings Limited) and T. Whit Armstrong.
 
   
10.12
  Employment Agreement, dated January 31, 2007, by and among Castlewood Holdings Limited, Castlewood (US) Inc., and John J. Oros.
 
   
99.1
  Text of the Joint Press Release of Enstar and Castlewood, dated January 31, 2007.

 

<PAGE>

                                                                     EXHIBIT 3.1

                           SECOND AMENDED AND RESTATED

                                   BYE-LAWS OF

                              ENSTAR GROUP LIMITED

                 (FORMERLY KNOWN AS CASTLEWOOD HOLDINGS LIMITED)


<PAGE>

                                TABLE OF CONTENTS

                                 INTERPRETATION
1.    Definitions

                                     SHARES
2.    Power to Issue Shares
3.    Power of the Company to Purchase its Shares
4.    Rights Attaching to Shares
5.    Calls on Shares
6.    Prohibition on Financial Assistance
7.    Forfeiture of Shares
8.    Share Certificates
9.    Fractional Shares

                             REGISTRATION OF SHARES
10.   Register of Members
11.   Registered Owner Absolute Owner
12.   Transfer of Registered Shares
13.   Transmission of Registered Shares

                           ALTERATION OF SHARE CAPITAL
14.   Power to Alter Capital
15.   Variation of Rights Attaching to Shares

                          DIVIDENDS AND CAPITALISATION
16.   Dividends
17.   Power to Set Aside Profits
18.   Method of Payment
19.   Capitalisation

                               MEETINGS OF MEMBERS
20.   Annual General Meetings
21.   Special General Meetings
22.   Requisitioned General Meetings
23.   Notice
24.   Giving Notice
25.   Postponement or Cancellation of General Meeting
26.   Attendance and Security at General Meetings
27.   Quorum at General Meetings
28.   Chairman to Preside
29.   Voting on Resolutions
30.   Power to Demand Vote on Poll
31.   Voting by Joint Holders of Shares
32.   Instrument of Proxy
33.   Representation of Corporate
 Member
34.   Adjournment of General Meeting
35.   Written Resolutions
36.   Directors' Attendance at General Meetings

                             DIRECTORS AND OFFICERS
37.   Election of Directors
38.   Classes of Directors
39.   Term of Office of Directors
40.   Alternate Directors
41.   Removal of Directors
42.   Vacancy in the Office of Director
43.   Remuneration of Directors
44.   Defect in Appointment of Director
45.   Directors to Manage Business
46.   Powers of the Board of Directors
47.   Register of Directors and Officers
48.   Officers
49.   Appointment of Officers
50.   Duties of Officers
51.   Remuneration of Officers
52.   Conflicts of Interest
53.   Indemnification and Exculpation of Directors and Officers

                       MEETINGS OF THE BOARD OF DIRECTORS
54.   Board Meetings
55.   Notice of Board Meetings
56.   Participation in Meetings by Telephone
57.   Quorum at Board Meetings
58.   Board to Continue in Event of Vacancy
59.   Chairman to Preside
60.   Written Resolutions
61.   Validity of Prior Acts of the Board

                                CORPORATE RECORDS
62.   Minutes
63.   Place Where Corporate Records Kept
64.   Form and Use of Seal

                                    ACCOUNTS
65.   Books of Account
66.   Financial Year End

                                     AUDITS
67.   Annual Audit
68.   Appointment of Auditors
69.   Remuneration of Auditors
70.   Duties of Auditors
71.   Access to Records
72.   Financial Statements
73.   Distribution of Auditors Report
74.   Vacancy in the Office of Auditor

                      VOLUNTARY WINDING-UP AND DISSOLUTION
75.   Winding-Up

                             CHANGES TO CONSTITUTION
76.   Changes to Bye-laws
77.   Discontinuance

                              CERTAIN SUBSIDIARIES
78.   Voting of Subsidiary Shares
79.   Bye-laws or Articles of Association of Certain Subsidiaries


<PAGE>

ENSTAR GROUP LIMITED                                                      Page 1

                                 INTERPRETATION

1.    DEFINITIONS

      1.1   In these Bye-laws, the following words and expressions shall, where
            not inconsistent with the context, have the following meanings,
            respectively:

            Act                          the Companies Act 1981 as amended from
                                         time to time;

            Auditor                      includes an individual or partnership;

            Board                        the board of directors appointed or
                                         elected pursuant to these Bye-laws and
                                         acting by resolution in accordance with
                                         the Act and these Bye-laws or the
                                         directors present at a meeting of
                                         directors at which there is a quorum;

            Company                      the company for which these Bye-laws
                                         are approved and confirmed;

            Director                     a director of the Company;

            Group                        the Company and every company and other
                                         entity which is for the time being
                                         controlled by or under common control
                                         with the Company (for these purposes,
                                         "control" means the power to direct
                                         management or policies of the person in
                                         question, whether by means of an
                                         ownership interest or otherwise);

            Member                       the person registered in the Register
                                         of Members as the holder of shares in
                                         the Company and, when two or more
                                         persons are so registered as joint
                                         holders of shares, means the person
                                         whose name stands first in the Register
                                         of Members as one of such joint holders
                                         or all of such persons, as the context
                                         so requires;


<PAGE>

ENSTAR GROUP LIMITED                                                      Page 2

            notice                       written notice as further provided in
                                         these Bye-laws unless otherwise
                                         specifically stated;

            Officer                      any person appointed by the Board to
                                         hold an office in the Company;

            Register of Directors and    the register of directors and officers
            Officers                     referred to in these Bye-laws;

            Register of Members          the register of members referred to in
                                         these Bye-laws;

            Resident Representative      any person appointed to act as resident
                                         representative and includes any deputy
                                         or assistant resident representative;
                                         and

            Secretary                    the person appointed to perform any or
                                         all of the duties of secretary of the
                                         Company and includes any deputy or
                                         assistant secretary and any person
                                         appointed by the Board to perform any
                                         of the duties of the Secretary.

      1.2   In these Bye-laws, where not inconsistent with the context:

            (a)   words denoting the plural number include the singular number
                  and vice versa;

            (b)   words denoting the masculine gender include the feminine and
                  neuter genders;

            (c)   words importing persons include companies, associations or
                  bodies of persons whether corporate or not;

            (d)   the words:

                  (i)   "may" shall be construed as permissive; and

                  (ii)  "shall" shall be construed as imperative; and

            (e)   unless otherwise provided herein, words or expressions defined
                  in the Act shall bear the same meaning in these Bye-laws.

<PAGE>

ENSTAR GROUP LIMITED                                                      Page 3

      1.3   In these Bye-laws expressions referring to writing or its cognates
            shall, unless the contrary intention appears, include facsimile,
            printing, lithography, photography, electronic mail and other modes
            of representing words in visible form.

      1.4   Headings used in these Bye-laws are for convenience only and are not
            to be used or relied upon in the construction hereof.

                                     SHARES

2.    POWER TO ISSUE SHARES

      2.1   Subject to these Bye-laws and to any resolution of the Members to
            the contrary, and without prejudice to any special rights previously
            conferred on the holders of any existing shares or class of shares,
            the Board shall have the power to issue any unissued shares of the
            Company on such terms and conditions as it may determine.

      2.2   Without limitation to the provisions of Bye-law 4, subject to the
            provisions of the Act, any preference shares may be issued or
            converted into shares that (at a determinable date or at the option
            of the Company or the holder) are liable to be redeemed on such
            terms and in such manner as may be determined by the Board (before
            the issue or conversion).

3.    POWER OF THE COMPANY TO PURCHASE ITS SHARES

      The Company may purchase its own shares in accordance with the provisions
      of the Act on such terms as the Board shall think fit. The Board may
      exercise all the powers of the Company to purchase all or any part of its
      own shares in accordance with the Act.

4.    RIGHTS ATTACHING TO SHARES

      4.1   At the date these Bye-laws are adopted, the share capital of the
            Company shall be divided into three classes: (i) 100,000,000
            ordinary shares of par value US$1.00 each (the "Common Shares"),
            (ii) 6,000,000 non-voting convertible ordinary shares of par value
            US$1.00 each (the "Non-Voting Convertible Common Shares") and (iii)
            50,000,000 preference shares of par value US$1.00 each (the
            "Preference Shares").


<PAGE>

ENSTAR GROUP LIMITED                                                      Page 4

      4.2   The holders of Common Shares shall, subject to the provisions of
            these Bye-laws (including, without limitation, the rights attaching
            to Preference Shares):

                  (a)   be entitled to one vote per share;

                  (b)   be entitled to such dividends as the Board may from time
                        to time declare on a pari passu basis with the
                        Non-Voting Convertible Common Shares;

                  (c)   in the event of a winding-up or dissolution of the
                        Company, whether voluntary or involuntary or for the
                        purpose of a reorganisation or otherwise or upon any
                        distribution of capital, be entitled to the surplus
                        assets of the Company on a pari passu basis with the
                        Non-Voting Convertible Common Shares; and

                  (d)   generally be entitled to enjoy all of the rights
                        attaching to shares.

      4.3   The holders of Non-Voting Convertible Common Shares shall, subject
            to the provisions of these Bye-laws (including, without limitation,
            the rights attaching to Preference Shares):

            (a)   be entitled to such dividends as the Board may from time to
                  time declare on a pari passu basis with the Common Shares;

            (b)   in the event of a winding-up or dissolution of the Company,
                  whether voluntary or involuntary or for the purpose of a
                  reorganisation or otherwise or upon any distribution of
                  capital, be entitled to the surplus assets of the Company on a
                  pari passu basis with the Common Shares; and

            (c)   generally be entitled to enjoy all of the rights attaching to
                  Common Shares, but shall not be entitled to vote.

            Each Non-Voting Convertible Common Share shall be automatically
            converted into one Common Share, subject to any necessary
            adjustments for any share splits, dividends, recapitalizations,
            consolidations or similar transactions occurring in respect of the
            Common Shares or the Non-Voting Convertible Common Shares after the
            date of the adoption of these Bye-laws, immediately prior to any
            transfer by the registered holder of such Non-Voting Convertible
            Common Share, whether or not for value, except for transfers to a
            nominee or


<PAGE>

ENSTAR GROUP LIMITED                                                      Page 5

            Affiliate of such holder in a transfer that will not result in a
            change of beneficial ownership (as determined under Rule 13d-3 under
            the Securities Exchange Act of 1934, as amended) or to a person that
            already holds Non-Voting Convertible Common Shares.

      4.4   The Board is authorised to provide for the issuance of the
            Preference Shares in one or more series, and to establish from time
            to time the number of shares to be included in each such series, and
            to fix the designation, powers, preferences and rights of the shares
            of each such series and the qualifications, limitations, or
            restrictions thereof (and, for the avoidance of doubt, such matters
            and the issuance of such Preference Shares shall not be deemed to
            vary the rights attached to the Common Shares or the Non-Voting
            Convertible Common Shares or, subject to the terms of any other
            series of Preference Shares, to vary the rights attached to any
            other series of Preference Shares). The authority of the Board with
            respect to each series shall include, but not be limited to,
            determination of the following:

            (a)   the number of shares constituting that series and the
                  distinctive designation of that series;

            (b)   the dividend rate on the shares of that series, whether
                  dividends shall be cumulative and, if so, from which date or
                  dates, and the relative rights of priority, if any, of the
                  payment of dividends on shares of that series;

            (c)   whether that series shall have voting rights, in addition to
                  the voting rights provided by law, and if so, the terms of
                  such voting rights;

            (d)   whether that series shall have conversion or exchange
                  privileges (including, without limitation, conversion into
                  Common Shares), and, if so, the terms and conditions of such
                  conversion or exchange, including provision for adjustment of
                  the conversion or exchange rate in such events as the Board
                  shall determine;

            (e)   whether or not the shares of that series shall be redeemable
                  or repurchaseable, and, if so, the terms and conditions of
                  such redemption or repurchase, including the manner of
                  selecting shares for redemption or repurchase if less than all
                  shares are to be redeemed or repurchased, the date or dates
                  upon or after which they shall be redeemable or
                  repurchaseable, and the amount per share payable in case of
                  redemption or repurchase,


<PAGE>

ENSTAR GROUP LIMITED                                                      Page 6

                  which amount may vary under different conditions and at
                  different redemption or repurchase dates;

            (f)   whether that series shall have a sinking fund for the
                  redemption or repurchase of shares of that series, and, if so,
                  the terms and amount of such sinking fund;

            (g)   the right of the shares of that series to the benefit of
                  conditions and restrictions upon the creation of indebtedness
                  of the Company or any subsidiary, upon the issue of any
                  additional shares (including additional shares of such series
                  or any other series) and upon the payment of dividends or the
                  making of other distributions on, and the purchase, redemption
                  or other acquisition by the Company or any subsidiary of any
                  issued shares of the Company;

            (h)   the rights of the shares of that series in the event of
                  voluntary or involuntary liquidation, dissolution or winding
                  up of the Company, and the relative rights of priority, if
                  any, of payment of shares of that series; and

            (i)   any other relative participating, optional or other special
                  rights, qualifications, limitations or restrictions of that
                  series.

      4.5   Any Preference Shares of any series which have been redeemed
            (whether through the operation of a sinking fund or otherwise) or
            which, if convertible or exchangeable, have been converted into or
            exchanged for shares of any other class or classes shall have the
            status of authorised and unissued Preference Shares of the same
            series and may be reissued as a part of the series of which they
            were originally a part or may be reclassified and reissued as part
            of a new series of Preference Shares to be created by resolution or
            resolutions of the Board or as part of any other series of
            Preference Shares, all subject to the conditions and the
            restrictions on issuance set forth in the resolution or resolutions
            adopted by the Board providing for the issue of any series of
            Preference Shares.

      4.6   At the discretion of the Board, whether or not in connection with
            the issuance and sale of any shares or other securities of the
            Company, the Company may issue securities, contracts, warrants or
            other instruments evidencing any shares, option rights, securities
            having conversion or option rights, or obligations on such terms,
            conditions and other provisions as are fixed by the Board,


<PAGE>

ENSTAR GROUP LIMITED                                                      Page 7

            including, without limiting the generality of this authority,
            conditions that preclude or limit any person or persons owning or
            offering to acquire a specified number or percentage of the issued
            Common Shares, other shares, option rights, securities having
            conversion or option rights, or obligations of the Company or
            transferee of the person or persons from exercising, converting,
            transferring or receiving the shares, option rights, securities
            having conversion or option rights, or obligations.

      4.7   (a)   The voting power of all shares is hereby adjusted (and shall
                  be automatically adjusted in the future) to the extent
                  necessary so that there is no 9.5% U.S. Shareholder or 9.5%
                  Direct Foreign Shareholder Group. The Board shall implement
                  the foregoing in the manner provided herein; provided, that
                  the foregoing provision and the remainder of this Bye-law 4.7
                  shall not apply in the event that one Member of the Company
                  owns greater than 75% of the issued and outstanding shares of
                  the Company.

            (b)   The Board shall from time to time, including prior to any time
                  at which a vote of Members is taken, take all reasonable
                  steps, including those specified in Bye-law 4.9, necessary to
                  ascertain, through communications with Members or otherwise,
                  whether there exists, or will exist at the time any vote of
                  Members is taken, a Tentative 9.5% U.S. Shareholder or a
                  Tentative 9.5% Direct Foreign Shareholder Group.

            (c)   In the event that a Tentative 9.5% U.S. Shareholder exists,
                  the aggregate votes conferred by shares held by a Member and
                  treated as Controlled Shares of that Tentative 9.5% U.S.
                  Shareholder shall be reduced to the extent necessary such that
                  the Controlled Shares of the Tentative 9.5% U.S. Shareholder
                  will constitute 9.5% of the voting power of all shares. In
                  applying the previous sentence where shares held by more than
                  one Member are treated as Controlled Shares of such Tentative
                  9.5% U.S. Shareholder, the reduction in votes shall apply to
                  such Members in descending order according to their respective
                  Attribution Percentages, provided, that in the event of a tie,
                  the reduction shall apply first to the Member whose shares are
                  Controlled Shares of the Tentative 9.5% U.S. Shareholder by
                  virtue of the Tentative 9.5% U.S. Shareholder's economic
                  interest in (as opposed to voting control with respect to)
                  such shares. The adjustments of voting power described in this
                  Bye-law shall apply repeatedly until there is no 9.5% U.S.
                  Shareholder. The Board of Directors may deviate from any of
                  the principles described in this Bye-law and determine that
                  shares held by a Member shall carry different voting rights as
                  it determines appropriate (1) to avoid the existence of any
                  9.5% U.S. Shareholder or (2) to


<PAGE>

ENSTAR GROUP LIMITED                                                      Page 8

                  avoid adverse tax, legal or regulatory consequences to the
                  Company, any subsidiary of the Company, or any other Member or
                  its affiliates. For the avoidance of doubt, in applying the
                  provisions of Bye-laws 4.7 through 4.10, a share may carry a
                  fraction of a vote.

            (d)   Immediately after completing the adjustment of voting power
                  provided for in Bye-law 4.7(c), in the event that a Tentative
                  9.5% Direct Foreign Shareholder Group exists, the aggregate
                  votes conferred by shares held by the Tentative 9.5% Direct
                  Foreign Shareholder Group shall be reduced to the extent
                  necessary to cause such Shareholder or Shareholders to no
                  longer constitute a 9.5% Direct Foreign Shareholder Group.

            (e)   "9.5% Direct Foreign Shareholder Group" means a shareholder
                  that is not a U.S. Person or a group of commonly controlled
                  shareholders that are not U.S. Persons, in either case who
                  owns shares that constitute more than nine and one-half
                  percent (9.5%) of the voting power of all shares of the
                  Company and that are attributable to a U.S. Person under
                  Section 958 of the Code.

            (f)   "Attribution Percentage" shall mean, with respect to a Member,
                  the percentage of the Member's shares that are treated as
                  Controlled Shares of a Tentative 9.5% Shareholder.

            (g)   "Controlled Shares" in reference to any person means all
                  shares of the Company directly, indirectly or constructively
                  owned by such person as determined pursuant to Section 958 of
                  the Code.

            (h)   "9.5% U.S. Shareholder" means a "United States person" as
                  defined in the Code (a "U.S. Person") whose Controlled Shares
                  constitute more than nine and one-half percent (9.5%) of the
                  voting power of all shares of the Company and who would be
                  generally required to recognize income with respect to the
                  Company under Section 951(a)(1) of the Code, if the Company
                  were a controlled foreign corporation as defined in Section
                  957 of the Code and if the ownership threshold under Section
                  951(b) of the Code were 9.5%.

            (i)   "Tentative 9.5% U.S. Shareholder" means a U.S. Person that,
                  but for adjustments to the voting rights of shares pursuant to
                  Bye-laws 4.7 through 4.8, would be a 9.5% U.S. Shareholder.

            (j)   "Tentative 9.5% Direct Foreign Shareholder Group" means a
                  shareholder that is not a U.S. Person or a group of commonly
                  controlled shareholders that are not U.S. Persons


<PAGE>

ENSTAR GROUP LIMITED                                                      Page 9

                  that, but for adjustments to the voting rights of shares
                  pursuant to Bye-laws 4.7 through 4.8, would be a 9.5% Direct
                  Foreign Shareholder Group.

      4.8   In addition to the provisions of Bye-law 4.7, any shares shall not
            carry any right to vote to the extent that the Board of Directors
            determines, in its reasonable discretion, that it is necessary that
            such shares should not carry the right to vote in order to avoid
            adverse tax, legal or regulatory consequences to the Company, any
            subsidiary of the Company, or any other Member or its affiliates,
            provided, that no adjustment pursuant to this sentence shall cause
            any person to become a 9.5% U.S. Shareholder or a 9.5% Direct
            Foreign Shareholder Group.

      4.9   Prior to any date on which Members shall vote on any matter, the
            Board of Directors shall (a) retain the services of an
            internationally recognized accounting firm or organization with
            comparable professional capabilities in order to assist the Company
            in applying the principles of Bye-laws 4.7 through 4.10, (b) obtain
            from such firm or organization a statement describing the
            information obtained and procedures followed and setting forth the
            determinations made with respect to Bye-laws 4.7 through 4.10 and
            (c) notify each Member of the voting power conferred by its shares
            determined in accordance with Bye-laws 4.7 through 4.10.

      4.10  (a)   Subject to the provisions of this Bye-law 4.10, the Company
                  shall have the authority to reasonably request from any
                  Member, and such Member shall promptly provide to the Company,
                  such information as the Company may reasonably request for the
                  purpose of (i) determining whether any Member's voting rights
                  are to be adjusted pursuant to Bye-laws 4.7 though 4.10, (ii)
                  determining whether the Company would realize any income that
                  would be included in the income of any Member (or any interest
                  holder, whether direct or indirect, of any Member) by
                  operation of Section 953(c) of the Code and (iii) determining
                  whether the Company or any of its subsidiaries would be
                  entitled to the benefits of a tax treaty.

            (b)   Any information provided by each Member to the Company
                  pursuant to this Bye-law 4.10 shall be deemed "confidential
                  information" (the "Confidential Information") and shall be
                  used by the Company solely for the purposes contemplated by
                  this Bye-law 4.10 (except as otherwise may be required by
                  applicable law or regulation). The Company shall hold such
                  Confidential Information in strict confidence and shall not
                  disclose any Confidential Information that it receives, except
                  (i) to the U.S. Internal Revenue Service


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 10

                  (the "Service") if and to the extent the Confidential
                  information is required by the Service, (ii) to any outside
                  legal counsel or accounting firm engaged by the Company to
                  make determinations pursuant to Bye-laws 4.7 though 4.10,
                  (iii) to directors, officers and employees of the Company and
                  (iv) as otherwise required by law or regulation. The Company
                  shall take measures reasonably practicable to provide for the
                  continued confidentiality of the Confidential Information and
                  shall grant the persons referred to in the preceding clauses
                  (ii) and (iii) access to the Confidential Information only (x)
                  to the extent necessary, as appropriate, to allow them to
                  assist the Company in any analysis required pursuant to
                  Bye-laws 4.7 through 4.10, (y) to determine whether the
                  Company would realize any income that would be included in the
                  income of any Member (or any interest holder, whether direct
                  or indirect, of any Member) by operation of Section 953(e) of
                  the Code and (z) to determine whether the Company or any of
                  its subsidiaries would be entitled to the benefits of a tax
                  treaty. Prior to granting access to the Confidential
                  Information to any such persons, the Company shall inform them
                  of the information's confidential nature and of the provisions
                  of this Bye-law 4.10 and shall require them to abide by all
                  the provisions hereof. For the avoidance of doubt, the Company
                  shall be permitted to disclose to the Members and others the
                  relative voting percentages of the Members after application
                  of Bye-laws 4.7 though 4.10. At the written request of a
                  Member, the Confidential Information of such Member shall be
                  destroyed or returned to such Member after the later to occur
                  of (i) such Member no longer being a Member or (ii) the
                  expiration of the applicable statute of limitations with
                  respect to any Confidential Information obtained for purposes
                  of engaging in any tax related analysis.

            (c)   The Company shall (i) notify a Member of the existence, terms
                  and circumstances surrounding any request made to the Company
                  to disclose any Confidential Information provided by or with
                  respect to such Member and, prior to such disclosure, shall
                  permit, if practicable, such Member a reasonable period of
                  time to seek a protective order or other appropriate remedy
                  and/or waive compliance with the provisions of this Bye-law
                  4.10, and (ii) if, in the absence of a protective order, such
                  disclosure is required in the reasonable opinion of counsel to
                  the Company, the Company shall make such disclosure without
                  liability hereunder; provided that the Company shall use
                  commercially reasonable efforts to furnish only that portion
                  of the Confidential Information that is legally required,
                  shall give such Member notice of the information to be
                  disclosed as far in advance of its disclosure as practicable
                  and, upon the reasonable request of such Member and at its
                  expense, shall use commercially reasonable efforts to ensure
                  that confidential treatment will be accorded to all such
                  disclosed information.


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 11

            (d)   The Board may rely in good faith exclusively on the analysis,
                  deliberation, reports and other communications of those
                  persons specified in Bye-law 4.10(b) with respect to the
                  collection, disclosure or use of the Confidential Information,
                  including, but not limited to (i) determining whether the
                  Company would realize any income that would be included in the
                  income of any Member (or any interest holder, whether direct
                  or indirect, of any Member) by operation of Section 953(c) of
                  the Code or implementing any provisions of these Bye-laws and
                  (ii) determining whether the Company or any of its
                  subsidiaries would be entitled to the benefits of a tax
                  treaty.

            (e)   If any Member fails to respond to a reasonable request for
                  information by the Company pursuant to Bye-law 4.10(a) within
                  seven business days of such request, or submits incomplete or
                  inaccurate information in response to such a reasonable
                  request, the Directors may in their reasonable discretion
                  (after considering the circumstances described in any response
                  to the request by the Member and providing the Member with a
                  cure period of such length as the Board may reasonably
                  determine under the circumstances) determine that such
                  Member's shares shall carry no voting rights in which case
                  such shares shall not carry any voting rights until otherwise
                  determined by the Directors in their reasonable discretion.

            (f)   Any holder of shares that is a corporation, partnership,
                  limited liability company or other entity or a U.S. Person
                  shall give notice to the Company within ten days following the
                  date that such holder acquires actual knowledge that it is the
                  owner of Controlled Shares that constitute 9.5% or more of the
                  voting power of all shares.

            (g)   Notwithstanding the foregoing, no Member shall be liable to
                  any other Member or the Company for any losses or damages
                  resulting from such Member's failure to respond to, or
                  submission of incomplete or inaccurate information in response
                  to, a request under subparagraph (a) of this Bye-law or from
                  such Member's failure to give notice under subparagraph (b) of
                  this Bye-law.

5.    CALLS ON SHARES

      5.1   The Board may make such calls as it thinks fit upon the Members in
            respect of any monies (whether in respect of nominal value or
            premium) unpaid on the shares allotted to or held by such Members
            (and not made payable at fixed times by the terms and conditions of
            issue) and, if a call is not paid on or before the day appointed for
            payment thereof, the Member may at the discretion of the Board be
            liable to pay the Company interest on the amount of such call at
            such


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 12

            rate as the Board may determine, from the date when such call was
            payable up to the actual date of payment. The Board may
            differentiate between the holders as to the amount of calls to be
            paid and the times of payment of such calls.

      5.2   Any sum which by the terms of allotment of a share becomes payable
            upon issue or at any fixed date, whether on account of the nominal
            value of the share or by way of premium, shall for all the purposes
            of these Bye-laws be deemed to be a call duly made and payable, on
            the date on which, by the terms of issue, the same becomes payable,
            and in case of non-payment all the relevant provisions of these
            Bye-laws as to payment of interest, costs, charges and expenses,
            forfeiture or otherwise shall apply as if such sum had become
            payable by virtue of a call duly made and notified.

      5.3   The joint holders of a share shall be jointly and severally liable
            to pay all calls in respect thereof.

      5.4   The Company may accept from any Member the whole or a part of the
            amount remaining unpaid on any shares held by him, although no part
            of that amount has been called up.

6.    PROHIBITION ON FINANCIAL ASSISTANCE

      The Company shall not give, whether directly or indirectly, whether by
      means of loan, guarantee, provision of security or otherwise, any
      financial assistance for the purpose of the acquisition or proposed
      acquisition by any person of any shares in the Company, but nothing in
      this Bye-law shall prohibit transactions permitted under the Act.

7.    FORFEITURE OF SHARES

      7.1   If any Member fails to pay, on the day appointed for payment
            thereof, any call in respect of any share allotted to or held by
            such Member, the Board may, at any time thereafter during such time
            as the call remains unpaid, direct the Secretary to forward such
            Member a notice in writing in the form, or as near thereto as
            circumstances admit, of the following:

            Notice of Liability to Forfeiture for Non-Payment of Call
                      Enstar Group Limited (the "Company")

            You have failed to pay the call of [amount of call] made on the [ ]
            day of [ ], 20[ ], in respect of the [number] share(s) [number in
            figures] standing in your name in the Register of Members of the


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 13

            Company, on the [ ] day of [ ], 20[ ], the day appointed for payment
            of such call. You are hereby notified that unless you pay such call
            together with interest thereon at the rate of [ ] per annum computed
            from the said [ ] day of [ ], 20[ ] at the registered office of the
            Company the share(s) will be liable to be forfeited.

            Dated this [ ] day of [ ], 20[ ]

            ___________________________________________________
            [Signature of Secretary] By Order of the Board

      7.2   If the requirements of such notice are not complied with, any such
            share may at any time thereafter before the payment of such call and
            the interest due in respect thereof be forfeited by a resolution of
            the Board to that effect, and such share shall thereupon become the
            property of the Company and may be disposed of as the Board shall
            determine.

      7.3   A Member whose share or shares have been forfeited as aforesaid
            shall, notwithstanding such forfeiture, be liable to pay to the
            Company all calls owing on such share or shares at the time of the
            forfeiture and all interest due thereon.

      7.4   The Board may accept the surrender of any shares which it is in a
            position to forfeit on such terms and conditions as may be agreed.
            Subject to those terms and conditions, a surrendered share shall be
            treated as if it had been forfeited.

8.    SHARE CERTIFICATES

      8.1   Every Member shall be entitled to a certificate under the seal of
            the Company (or a facsimile thereof) specifying the number and,
            where appropriate, the class of shares held by such Member and
            whether the same are fully paid up and, if not, specifying the
            amount paid on such shares. The Board may by resolution determine,
            either generally or in a particular case, that any or all signatures
            on certificates may be printed thereon or affixed by mechanical
            means.

      8.2   The Company shall be under no obligation to complete and deliver a
            share certificate unless specifically called upon to do so by the
            person to whom the shares have been allotted.


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 14

      8.3   If any share certificate shall be proved to the satisfaction of the
            Board to have been worn out, lost, mislaid, or destroyed the Board
            may cause a new certificate to be issued and request an indemnity
            for the lost certificate if it sees fit.

9.    FRACTIONAL SHARES

      The Company may issue its shares in fractional denominations and deal with
      such fractions to the same extent as its whole shares and shares in
      fractional denominations shall have in proportion to the respective
      fractions represented thereby all of the rights of whole shares including
      (but without limiting the generality of the foregoing) the right to vote,
      to receive dividends and distributions and to participate in a winding-up.

                             REGISTRATION OF SHARES

10.   REGISTER OF MEMBERS

      10.1  The Board shall cause to be kept in one or more books a Register of
            Members and shall enter therein the particulars required by the Act.

      10.2  The Register of Members shall be open to inspection at the
            registered office of the Company on every business day, subject to
            such reasonable restrictions as the Board may impose, so that not
            less than two hours in each business day be allowed for inspection.
            The Register of Members may, after notice has been given in
            accordance with the Act, be closed for any time or times not
            exceeding in the whole thirty days in each year.

11.   REGISTERED HOLDER ABSOLUTE OWNER

      The Company shall be entitled to treat the registered holder of any share
      as the absolute owner thereof and accordingly shall not be bound to
      recognise any equitable claim or other claim to, or interest in, such
      share on the part of any other person.

12.   TRANSFER OF REGISTERED SHARES

      12.1  An instrument of transfer shall be in writing in the form of the
            following, or as near thereto as circumstances admit, or in such
            other form as the Board may accept:


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 15

                          Transfer of a Share or Shares
                      Enstar Group Limited (the "Company")

            FOR VALUE RECEIVED....................[amount], I, [name of
            transferor] hereby sell, assign and transfer unto [transferee] of
            [address], [number] of shares of the Company.

            DATED this [ ] day of [ ], 20[ ]

            Signed by:                             In the presence of:

            _____________________________          _____________________________
            Transferor                             Witness

            _____________________________          _____________________________
            Transferee                             Witness

      12.2  Such instrument of transfer shall be signed by or on behalf of the
            transferor and transferee, provided that, in the case of a fully
            paid share, the Board may accept the instrument signed by or on
            behalf of the transferor alone. The transferor shall be deemed to
            remain the holder of such share until the same has been transferred
            to the transferee in the Register of Members.

      12.3  The Board may refuse to recognise any instrument of transfer unless
            it is accompanied by the certificate in respect of the shares to
            which it relates and by such other evidence as the Board may
            reasonably require to show the right of the transferor to make the
            transfer.

      12.4  The joint holders of any share may transfer such share to one or
            more of such joint holders, and the surviving holder or holders of
            any share previously held by them jointly with a deceased Member may
            transfer any such share to the executors or administrators of such
            deceased Member.

      12.5  The Board may in its absolute discretion and without assigning any
            reason therefor refuse to register the transfer of a share which is
            not fully paid. The Board shall refuse to register a transfer unless
            all applicable consents, authorisations and permissions of any
            governmental body or agency in Bermuda have been obtained. If the
            Board refuses to register a transfer of any share the Secretary
            shall, within three months after the date on which the transfer was
            lodged with the Company, send to the transferor and transferee
            notice of the refusal.

      12.6  Shares may be transferred without a written instrument if
            transferred by an appointed agent or otherwise in accordance with
            the Act.


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 16

      12.7  (a)   The Directors may decline to register any transfer of shares
                  if it appears to the Directors, in their reasonable
                  discretion, after taking into account, among other things, the
                  limitation on voting rights contained in these Bye-laws, that
                  any non-de minimis adverse tax, regulatory or legal
                  consequence to the Company, any subsidiary of the Company, or
                  any other holder of shares or its Affiliates would result from
                  such transfer (including if such consequence arises as a
                  result of any such U.S. Person owning Controlled Shares that
                  constitute 9.5% or more of the value of the Company or the
                  voting shares of the Company (but subject to the provisions of
                  Bye-laws 4.7 through 4.10)). The Directors shall have the
                  authority to reasonably request from any holder of shares, and
                  such holder of shares shall provide, such information as the
                  Directors may reasonably request for the purpose of
                  determining whether any transfer should be permitted.

            (b)   Subject to any applicable requirements of the Nasdaq National
                  Market or other quotation system or exchange, the Directors
                  (a) may decline to register any transfer of shares, unless (i)
                  a written opinion from counsel reasonably acceptable to the
                  Company shall have been obtained to the effect that
                  registration of such shares under the U.S. Securities Act of
                  1933, as amended, is not required or (ii) an effective
                  registration statement under the U.S. Securities Act of 1933,
                  as amended, is in place covering the shares to be transferred
                  and (b) shall decline to register any transfer of shares if
                  the transferee shall not have been approved by applicable
                  governmental authorities if such approval is required in
                  respect of such transfer.

            (c)   If the Board refuses to register a transfer of any share the
                  Secretary shall, within ten business days after the date on
                  which the transfer was lodged with the Company, send to the
                  transferor and transferee notice detailing the nature of the
                  refusal.

13.   TRANSMISSION OF REGISTERED SHARES

      13.1  In the case of the death of a Member, the survivor or survivors
            where the deceased Member was a joint holder, and the legal personal
            representatives of the deceased Member where the deceased Member was
            a sole holder, shall be the only persons recognised by the Company
            as having any title to the deceased Member's interest in the shares.
            Nothing herein contained shall release the estate of a deceased
            joint holder from any liability in respect of any share which had
            been jointly


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 17

            held by such deceased Member with other persons. Subject to the
            provisions of the Act, for the purpose of this Bye-law, legal
            personal representative means the executor or administrator of a
            deceased Member or such other person as the Board may, in its
            reasonable discretion, decide as being properly authorised to deal
            with the shares of a deceased Member.

      13.2  Any person becoming entitled to a share in consequence of the death
            or bankruptcy of any Member may be registered as a Member upon such
            evidence as the Board may deem sufficient or may elect to nominate
            some person to be registered as a transferee of such share, and in
            such case the person becoming entitled shall execute in favour of
            such nominee an instrument of transfer in writing in the form, or as
            near thereto as circumstances admit, of the following:

     Transfer by a Person Becoming Entitled on Death/Bankruptcy of a Member

                      Enstar Group Limited (the "Company")

            I/We, having become entitled in consequence of the
            [death/bankruptcy] of [name and address of deceased/bankrupt Member]
            to [number] share(s) standing in the Register of Members of the
            Company in the name of the said [name of deceased/bankrupt Member]
            instead of being registered myself/ourselves, elect to have [name of
            transferee] (the "Transferee") registered as a transferee of such
            share(s) and I/we do hereby accordingly transfer the said share(s)
            to the Transferee to hold the same unto the Transferee, his or her
            executors, administrators and assigns, subject to the conditions on
            which the same were held at the time of the execution hereof; and
            the Transferee does hereby agree to take the said share(s) subject
            to the same conditions.

            DATED this [ ] day of [ ], 20[ ]

            Signed by:                             In the presence of:

            _____________________________          _____________________________
            Transferor                             Witness

            _____________________________          _____________________________
            Transferee                             Witness

      13.3  On the presentation of the foregoing materials to the Board,
            accompanied by such evidence as the Board may require to prove the
            title of the transferor, the transferee shall be registered as a
            Member. Notwithstanding the foregoing, the Board shall, in any case,
            have the same right to


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 18

            decline or suspend registration as it would have had in the case of
            a transfer of the share by that Member before such Member's death or
            bankruptcy, as the case may be.

      13.4  Where two or more persons are registered as joint holders of a share
            or shares, then in the event of the death of any joint holder or
            holders the remaining joint holder or holders shall be absolutely
            entitled to the said share or shares and the Company shall recognise
            no claim in respect of the estate of any joint holder except in the
            case of the last survivor of such joint holders.

      13.5  If the Directors in their reasonable discretion determine that share
            ownership by any person may result in a non-de minimis adverse tax,
            legal or regulatory consequence to the Company, any subsidiary of
            the Company, or any other holder of shares or its Affiliates
            (including if such consequence arises as a result of any such U.S.
            Person owning Controlled Shares that constitute 9.5% or more of the
            value of the Company or the voting shares of the Company (but
            subject to the provisions of Bye-laws 4.7 through 4.10)), the
            Company will have the option but not the obligation to repurchase or
            assign to a third party the right to purchase the minimum number of
            shares held by such person which is necessary to eliminate such
            non-de minimis adverse tax, legal or regulatory consequence at a
            price determined in the good faith discretion of the Directors to
            represent such shares' fair market value; provided, that (a) if the
            shares are not traded on a quotation system or securities exchange
            in or outside the United States, the fair market value per share
            shall be determined by the Directors without a minority discount and
            without a liquidity discount or (b) if the shares are traded on a
            quotation system or securities exchange, the fair market value per
            share shall be determined by the Directors based on the average of
            the last sales price per share or if there is none, the average of
            the bid and asked price per share, without a minority discount and
            without a liquidity discount, in each case for the eight business
            days prior to the repurchase date. If a Member disagrees with any
            price so determined by the Board, the fair market value per share
            will be determined by an independent appraiser retained by the
            Company at its expense and reasonably acceptable to such Member.

                           ALTERATION OF SHARE CAPITAL

14.   POWER TO ALTER CAPITAL


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 19

      14.1  The Company may if authorised by resolution of the Members increase,
            divide, consolidate, subdivide, change the currency denomination of,
            diminish or otherwise alter or reduce its share capital in any
            manner permitted by the Act.

      14.2  Where, on any alteration or reduction of share capital, fractions of
            shares or some other difficulty would arise, the Board may deal with
            or resolve the same in such manner as it thinks fit.

15.   VARIATION OF RIGHTS ATTACHING TO SHARES

      If, at any time, the share capital is divided into different classes of
      shares, the rights attached to any class (unless otherwise provided by the
      terms of issue of the shares of that class) may, whether or not the
      Company is being wound-up, be varied with the consent in writing of the
      holders of three-fourths of the issued shares of that class or with the
      sanction of a resolution passed by a majority of the votes cast at a
      separate general meeting of the holders of the shares of the class at
      which meeting the necessary quorum shall be two persons at least holding
      or representing by proxy one-third of the issued shares of the class. The
      rights conferred upon the holders of the shares of any class issued with
      preferred or other rights shall not, unless otherwise expressly provided
      by the terms of issue of the shares of that class, be deemed to be varied
      by the creation or issue of further shares ranking pari passu therewith.

                          DIVIDENDS AND CAPITALISATION

16.   DIVIDENDS

      16.1  The Board may, subject to these Bye-laws and in accordance with the
            Act, declare a dividend to be paid to the Members, in proportion to
            the number of shares held by them, and such dividend may be paid in
            cash or wholly or partly in specie in which case the Board may fix
            the value for distribution in specie of any assets. No unpaid
            dividend shall bear interest as against the Company.

      16.2  The Board may fix any date as the record date for determining the
            Members entitled to receive any dividend.

      16.3  The Company may pay dividends in proportion to the amount paid up on
            each share where a larger amount is paid up on some shares than on
            others.


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 20

      16.4  The Board may declare and make such other distributions (in cash or
            in specie) to the Members as may be lawfully made out of the assets
            of the Company. No unpaid distribution shall bear interest as
            against the Company.

17.   POWER TO SET ASIDE PROFITS

      The Board may, before declaring a dividend, set aside out of the surplus
      or profits of the Company, such sum as it thinks proper as a reserve to be
      used to meet contingencies or for equalising dividends or for any other
      purpose.

18.   METHOD OF PAYMENT

      18.1  Any dividend or other monies payable in respect of a share may be
            paid by cheque or warrant sent through the post directed to the
            address of the Member in the Register of Members (in the case of
            joint Members, the senior joint holder, seniority being determined
            by the order in which the names stand in the Register of Members),
            or by direct transfer to such bank account as such Member may
            direct. Every such cheque shall be made payable to the order of the
            person to whom it is sent or to such persons as the Member may
            direct, and payment of the cheque or warrant shall be a good
            discharge to the Company. Every such cheque or warrant shall be sent
            at the risk of the person entitled to the money represented thereby.
            If two or more persons are registered as joint holders of any shares
            any one can give an effectual receipt for any dividend paid in
            respect of such shares.

      18.2  The Board may deduct from the dividends or distributions payable to
            any Member all monies due from such Member to the Company on account
            of calls or otherwise.

      18.3  Any dividend and or other monies payable in respect of a share which
            has remained unclaimed for 7 years, or such other period of time as
            may be required pursuant to the listing standard of the Nasdaq
            National Market or such other quotation system or exchange
            applicable to the Company's shares from the date when it became due
            for payment shall, if the Board so resolves, be forfeited and cease
            to remain owing by the Company. The payment of any unclaimed
            dividend or other moneys payable in respect of a share may (but need
            not) be paid by the Company into an account separate from the
            Company's own account. Such payment shall not constitute the Company
            a trustee in respect thereof.


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 21

      18.4  The Company shall be entitled to cease sending dividend cheques and
            warrants by post or otherwise to a Member if those instruments have
            been returned undelivered to, or left uncashed by, that Member on at
            least two consecutive occasions, or, following one such occasion,
            reasonable enquiries have failed to establish the Member's new
            address. The entitlement conferred on the Company by this Bye-law
            18.4 in respect of any Member shall cease if the Member claims a
            dividend or cashes a dividend cheque or warrant.

19.   CAPITALISATION

      19.1  The Board may resolve to capitalise any sum for the time being
            standing to the credit of any of the Company's share premium or
            other reserve accounts or to the credit of the profit and loss
            account or otherwise available for distribution by applying such sum
            in paying up unissued shares to be allotted as fully paid bonus
            shares pro-rata (except in connection with the conversion of shares
            of one class to shares of another class) to the Members.

      19.2  The Board may resolve to capitalise any sum for the time being
            standing to the credit of a reserve account or sums otherwise
            available for dividend or distribution by applying such amounts in
            paying up in full partly paid or nil paid shares of those Members
            who would have been entitled to such sums if they were distributed
            by way of dividend or distribution.

                               MEETINGS OF MEMBERS

20.   ANNUAL GENERAL MEETINGS

      The annual general meeting of the Company shall be held in each year
      (other than the year of incorporation) at such time and place as the
      President or the Chairman or the Board shall appoint.

21.   SPECIAL GENERAL MEETINGS

      The President or the Chairman or the Board may convene a special general
      meeting of the Company whenever in their judgment such a meeting is
      necessary.

22.   REQUISITIONED GENERAL MEETINGS

      The Board shall, on the requisition of Members holding at the date of the
      deposit of the requisition not less than one-tenth of such of the paid up
      share capital of the Company as at the date of the deposit


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 22

      carries the right to vote at general meetings of the Company, forthwith
      proceed to convene a special general meeting of the Company and the
      provisions of the Act shall apply.

23.   NOTICE

      23.1  At least ten days' notice of an annual general meeting shall be
            given to each Member entitled to attend and vote thereat, stating
            the date, place and time at which the meeting is to be held, that
            the election of Directors will take place thereat, and as far as
            practicable, the other business to be conducted at the meeting.

      23.2  At least ten days' notice of a special general meeting shall be
            given to each Member entitled to attend and vote thereat, stating
            the date, time, place and the general nature of the business to be
            considered at the meeting.

      23.3  The Board may fix any date as the record date for determining the
            Members entitled to receive notice of and to vote at any general
            meeting of the Company.

      23.4  A general meeting of the Company shall, notwithstanding that it is
            called on shorter notice than that specified in these Bye-laws, be
            deemed to have been properly called if it is so agreed by (i) all
            the Members entitled to attend and vote thereat in the case of an
            annual general meeting; and (ii) by a majority in number of the
            Members having the right to attend and vote at the meeting, being a
            majority together holding not less than 95% in nominal value of the
            shares giving a right to attend and vote thereat in the case of a
            special general meeting.

      23.5  The accidental omission to give notice of a general meeting to, or
            the non-receipt of a notice of a general meeting by, any person
            entitled to receive notice shall not invalidate the proceedings at
            that meeting.

24.   GIVING NOTICE

      24.1  A notice may be given by the Company to any Member either by
            delivering it to such Member in person or by sending it to such
            Member's address in the Register of Members or to such other address
            given for the purpose. For the purposes of this Bye-law, a notice
            may be sent by letter mail, courier service, cable, telex,
            telecopier, facsimile, electronic mail or other mode of representing
            words in a legible form.


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 23

      24.2  Any notice required to be given to a Member shall, with respect to
            any shares held jointly by two or more persons, be given to
            whichever of such persons is named first in the Register of Members
            and notice so given shall be sufficient notice to all the holders of
            such shares.

      24.3  Save as provided by Bye-law 24.4, any notice shall be deemed to have
            been served at the time when the same would be delivered in the
            ordinary course of transmission and, in proving such service, it
            shall be sufficient to prove that the notice was properly addressed
            and prepaid, if posted, at the time when it was posted, delivered to
            the courier or to the cable company or transmitted by telex,
            facsimile, electronic mail, or such other method as the case may be.

      24.4  Mail notice shall be deemed to have been served seven days after the
            date on which it is deposited, with postage prepaid, in the mail of
            any member state of the European Union, the United States, or
            Bermuda.

      24.5  The Company shall be under no obligation to send a notice or other
            document to the address shown for any particular Member in the
            Register of Members if the Board considers that the legal or
            practical problems under the laws of, or the requirements of any
            regulatory body or stock exchange in, the territory in which that
            address is situated are such that it is necessary or expedient not
            to send the notice or document concerned to such Member at such
            address and may require a Member with such an address to provide the
            Company with an alternative acceptable address for delivery of
            notices by the Company.

25.   POSTPONEMENT OR CANCELLATION OF GENERAL MEETING

      The Chairman or the President may, and the Secretary on instruction from
      the Chairman or the President shall, postpone or cancel any general
      meeting called in accordance with the provisions of these Bye-laws (other
      than a meeting requisitioned under these Bye-laws) provided that notice of
      postponement or cancellation is given to each Member before the time for
      such meeting. Fresh notice of the date, time and place for the postponed
      or cancelled meeting shall be given to the Members in accordance with the
      provisions of these Bye-laws.


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 24

26.   ATTENDANCE AND SECURITY AT GENERAL MEETINGS

      26.1  Members may participate in any general meeting by means of such
            telephone, electronic or other communication facilities as permit
            all persons participating in the meeting to communicate with each
            other simultaneously and instantaneously, and participation in such
            a meeting shall constitute presence in person at such meeting.

      26.2  The Board may, and at any general meeting, the chairman of such
            meeting may, make any arrangement and impose any requirement or
            restriction it or he considers appropriate to ensure the security of
            a general meeting including, without limitation, requirements for
            evidence of identity to be produced by those attending the meeting,
            the searching of their personal property and the restriction of
            items that may be taken into the meeting place. The Board is, and at
            any general meeting, the chairman of such meeting is, entitled to
            refuse entry to a person who refuses to comply with any such
            arrangements, requirements or restrictions.

27.   QUORUM AT GENERAL MEETINGS

      27.1  At any general meeting of the Company two or more persons present in
            person throughout the meeting and representing in person or by proxy
            in excess of 50% of the total issued voting shares in the Company
            shall form a quorum for the transaction of business.

      27.2  If within half an hour from the time appointed for the meeting a
            quorum is not present, then, in the case of a meeting convened on a
            requisition, the meeting shall be deemed cancelled and, in any other
            case, the meeting shall stand adjourned to the same day one week
            later, at the same time and place or to such other day, time or
            place as the Secretary may determine. If the meeting shall be
            adjourned to the same day one week later or the Secretary shall
            determine that the meeting is adjourned to a specific date, time and
            place, it is not necessary to give notice of the adjourned meeting
            other than by announcement at the meeting being adjourned. If the
            Secretary shall determine that the meeting be adjourned to an
            unspecified date, time or place, fresh notice of the resumption of
            the meeting shall be given to each Member entitled to attend and
            vote thereat in accordance with the provisions of these Bye-laws.


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 25

28.   CHAIRMAN TO PRESIDE

      Unless otherwise agreed by a majority of those attending and entitled to
      vote thereat, the Chairman, if there be one, and if not the President,
      shall act as chairman at all meetings of the Members at which such person
      is present. In their absence, the Deputy Chairman or Vice President, if
      present, shall act as chairman and in the absence of all of them a
      chairman shall be appointed or elected by those present at the meeting and
      entitled to vote.

29.   VOTING ON RESOLUTIONS

      29.1  Subject to the provisions of the Act and these Bye-laws, any
            question proposed for the consideration of the Members at any
            general meeting shall be decided by the affirmative votes of a
            majority of the votes cast in accordance with the provisions of
            these Bye-laws and in the case of an equality of votes the
            resolution shall fail.

      29.2  No Member shall be entitled to vote at a general meeting unless such
            Member has paid all the calls on all shares held by such Member.

      29.3  At any general meeting a resolution put to the vote of the meeting
            shall, in the first instance, be voted upon by a show of hands and,
            subject to any rights or restrictions for the time being lawfully
            attached to any class of shares and subject to the provisions of
            these Bye-laws, every Member present in person at such meeting and
            every person holding a valid proxy at such meeting shall have one
            vote for each share entitled to vote at the meeting of which such
            person is the holder or for which such person holds a proxy and
            shall cast such vote by raising his or her hand.

      29.4  At any general meeting if an amendment shall be proposed to any
            resolution under consideration and the chairman of the meeting shall
            rule on whether the proposed amendment is out of order, the
            proceedings on the substantive resolution shall not be invalidated
            by any error in such ruling.

      29.5  At any general meeting a declaration by the chairman of the meeting
            that a question proposed for consideration has, on a show of hands,
            been carried, or carried unanimously, or by a particular majority,
            or lost, and an entry to that effect in a book containing the
            minutes of the proceedings


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 26

            of the Company shall, subject to the provisions of these Bye-laws, 
            be conclusive evidence of that fact.

30.   POWER TO DEMAND A VOTE ON A POLL

      30.1  Notwithstanding the foregoing, a poll may be demanded by any of the
            following persons:

            (a)   the chairman of such meeting; or

            (b)   at least three Members present in person or represented by
                  proxy; or

            (c)   any Member or Members present in person or represented by
                  proxy and holding between them not less than one-tenth of the
                  total voting rights of all the Members having the right to
                  vote at such meeting; or

            (d)   any Member or Members present in person or represented by
                  proxy holding shares in the Company conferring the right to
                  vote at such meeting, being shares on which an aggregate sum
                  has been paid up equal to not less than one-tenth of the total
                  sum paid up on all such shares conferring such right.

      30.2  Where a poll is demanded, subject to any rights or restrictions for
            the time being lawfully attached to any class of shares and subject
            to the provisions of these Bye-laws, every Member present in person
            at such meeting and every person holding a valid proxy at such
            meeting shall have one vote for each share entitled to vote at the
            meeting of which such person is the holder or for which such person
            holds a proxy and such vote shall be counted by ballot as described
            herein, or in the case of a general meeting at which one or more
            Members are present by telephone, in such manner as the chairman of
            the meeting may direct and the result of such poll shall be deemed
            to be the resolution of the meeting at which the poll was demanded
            and shall replace any previous resolution upon the same matter which
            has been the subject of a show of hands. A person entitled to more
            than one vote need not use all his votes or cast all the votes he
            uses in the same way.

      30.3  A poll demanded for the purpose of electing a chairman of the
            meeting or on a question of adjournment shall be taken forthwith and
            a poll demanded on any other question shall be taken in such manner
            and at such time and place at such meeting as the chairman (or
            acting chairman) of


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 27

            the meeting may direct and any business other than that upon which a
            poll has been demanded may be proceeded with pending the taking of
            the poll.

      30.4  Where a vote is taken by poll, each person present and entitled to
            vote shall be furnished with a ballot paper on which such person
            shall record his vote in such manner as shall be determined at the
            meeting having regard to the nature of the question on which the
            vote is taken, and each ballot paper shall be signed or initialed or
            otherwise marked so as to identify the voter and the registered
            holder in the case of a proxy. At the conclusion of the poll, the
            ballot papers shall be examined and counted by a committee of not
            less than two Members or proxy holders appointed by the chairman for
            the purpose and the result of the poll shall be declared by the
            chairman.

31.   VOTING BY JOINT HOLDERS OF SHARES

      In the case of joint holders, the vote of the senior who tenders a vote
      (whether in person or by proxy) shall be accepted to the exclusion of the
      votes of the other joint holders, and for this purpose seniority shall be
      determined by the order in which the names stand in the Register of
      Members.

32.   INSTRUMENT OF PROXY

      32.1  A Member may appoint a proxy by (a) an instrument appointing a proxy
            in writing in substantially the following form or such other form as
            the Board may determine from time to time:

                                      Proxy
                      Enstar Group Limited (the "Company")

            I/We, [insert names here], being a Member of the Company with
            [number] shares, HEREBY APPOINT [name] of [address] or failing him,
            [name] of [address] to be my/our proxy to vote for me/us at the
            meeting of the Members to be held on the [ ] day of [ ], 200[ ] and
            at any adjournment thereof. (Any restrictions on voting to be
            inserted here.)

            Signed this [ ] day of [ ], 20[ ]
            _______________________________________

            Member(s)


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 28

            or (b) such telephonic, electronic or other means as may be approved
            by the Board from time to time.

      32.2  The appointment of a proxy must be received by the Company at the
            registered office or at such other place or in such manner as is
            specified in the notice convening the meeting or in any instrument
            of proxy sent out by the Company in relation to the meeting at which
            the person named in the appointment proposes to vote, and an
            appointment of proxy which is not received in the manner so
            permitted shall be invalid.

      32.3  A Member who is the holder of two or more shares may appoint more
            than one proxy to represent him and vote on his behalf.

      32.4  The decision of the chairman of any general meeting as to the
            validity of any appointment of a proxy shall be final.

33.   REPRESENTATION OF CORPORATE MEMBER

      33.1  A corporation which is a Member may, by written instrument,
            authorise such person or persons as it thinks fit to act as its
            representative at any meeting of the Members and any person so
            authorised shall be entitled to exercise the same powers on behalf
            of the corporation which such person represents as that corporation
            could exercise if it were an individual Member, and that Member
            shall be deemed to be present in person at any such meeting attended
            by its authorised representative or representatives.

      33.2  Notwithstanding the foregoing, the chairman of the meeting may
            accept such assurances as he thinks fit as to the right of any
            person to attend and vote at general meetings on behalf of a
            corporation which is a Member.

34.   ADJOURNMENT OF GENERAL MEETING

      34.1  The chairman of any general meeting at which a quorum is present may
            with the consent of Members holding a majority of the voting rights
            of those Members present in person or by proxy (and shall if so
            directed by Members holding a majority of the voting rights of those
            Members present in person or by proxy), adjourn the meeting.


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 29

      34.2  In addition, the chairman may adjourn the meeting to another time
            and place without such consent or direction if it appears to him
            that:

            (a)   it is likely to be impracticable to hold or continue that
                  meeting because of the number of Members wishing to attend who
                  are not present; or

            (b)   the unruly conduct of persons attending the meeting prevents,
                  or is likely to prevent, the orderly continuation of the
                  business of the meeting; or

            (c)   an adjournment is otherwise necessary so that the business of
                  the meeting may be properly conducted.

      34.3  Unless the meeting is adjourned to a specific date, place and time
            announced at the meeting being adjourned, fresh notice of the date,
            place and time for the resumption of the adjourned meeting shall be
            given to each Member entitled to attend and vote thereat in
            accordance with the provisions of these Bye-laws.

35.   WRITTEN RESOLUTIONS

      35.1  Subject to the following, anything which may be done by resolution
            of the Company in general meeting or by resolution of a meeting of
            any class of the Members may, without a meeting and without any
            previous notice being required, be done by resolution in writing
            signed by, or in the case of a Member that is a corporation whether
            or not a company within the meaning of the Act, on behalf of, all
            the Members who at the date of the resolution would be entitled to
            attend the meeting and vote on the resolution.

      35.2  A resolution in writing may be signed by, or in the case of a Member
            that is a corporation whether or not a company within the meaning of
            the Act, on behalf of, all the Members, or all the Members of the
            relevant class thereof, in as many counterparts as may be necessary.

      35.3  A resolution in writing made in accordance with this Bye-law is as
            valid as if it had been passed by the Company in general meeting or
            by a meeting of the relevant class of Members, as the case may be,
            and any reference in any Bye-law to a meeting at which a resolution
            is passed or to Members voting in favour of a resolution shall be
            construed accordingly.


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 30

      35.4  A resolution in writing made in accordance with this Bye-law shall
            constitute minutes for the purposes of the Act.

      35.5  This Bye-law shall not apply to:

            (a)   a resolution passed to remove an auditor from office before
                  the expiration of his term of office; or

            (b)   a resolution passed for the purpose of removing a Director
                  before the expiration of his term of office.

      35.6  For the purposes of this Bye-law, the date of the resolution is the
            date when the resolution is signed by, or in the case of a Member
            that is a corporation whether or not a company within the meaning of
            the Act, on behalf of, the last Member to sign and any reference in
            any Bye-law to the date of passing of a resolution is, in relation
            to a resolution made in accordance with this Bye-law, a reference to
            such date.

36.   DIRECTORS ATTENDANCE AT GENERAL MEETINGS

      The Directors of the Company shall be entitled to receive notice of,
      attend and be heard at any general meeting.

                             DIRECTORS AND OFFICERS

37.   ELECTION OF DIRECTORS

      37.1  The Board shall consist of such number of Directors being not less
            than five Directors and not more than such maximum number of
            Directors, not exceeding fifteen Directors, as the Board may from
            time to time determine. A majority of the Board shall consist of
            Directors who are not residents of the United Kingdom or
            Switzerland. Subject to the Companies Act and these Bye-laws, the
            Directors shall be elected or appointed by the Company by resolution
            and shall serve for such term as the Company by resolution may
            determine, or in the absence of such determination, until the
            termination of the next annual general meeting following their
            appointment. All Directors, upon election or appointment (except
            upon re-election at an annual general meeting) must provide written
            acceptance of their appointment, in such form as the


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 31

            Board may think fit, by notice in writing to the Company's
            registered office within thirty (30) days of their appointment.

      37.2  The Board may propose any person for election as a Director and may
            from time to time establish procedures to receive nominations from a
            Member of persons for election as Directors. Only persons who are
            proposed or nominated in accordance with this Bye-law shall be
            eligible for election as Directors.

      37.3  Where the number of persons validly proposed for re-election or
            election as a Director is greater than the number of Directors to be
            elected, the persons receiving the most votes (up to the number of
            Directors to be elected) shall be elected as Directors, and an
            absolute majority of the votes cast shall not be a prerequisite to
            the election of such Directors.

      37.4  At any general meeting the Board may fill any vacancy left unfilled
            at such general meeting.

38.   CLASSES OF DIRECTORS

      The Directors shall be divided into three classes designated Class I,
      Class II and Class III. Each class of Directors shall consist, as nearly
      as possible, of one third of the total number of Directors constituting
      the entire Board.

39.   TERM OF OFFICE OF DIRECTORS

      Each Director shall serve for a term ending on the date of the third
      annual general meeting of shareholders next following the annual general
      meeting at which such Director was elected, provided, that (i) Directors
      initially designated by the Board as Class I Directors shall serve for an
      initial term ending on the date of the first annual general meeting of
      Members next following the effectiveness of their designation as Class I
      Directors, (ii) Directors initially designated by the Board as Class II
      Directors shall serve for an initial term ending on the date of the second
      annual general meeting of Members next following the effectiveness of
      their designation Class II Directors, and (iii) Directors initially
      designated by the Board as Class III Directors shall serve for an initial
      term ending on the date of the third annual general meeting of Members
      next following the effectiveness of their designation as Class III
      Directors. If the number of Directors is changed, any increase or decrease
      shall be apportioned among the classes so as to maintain the number of
      Directors in each class as nearly equal as possible,


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 32

      and any Director of any class elected to fill a vacancy shall hold office
      for a term that shall coincide with the remaining term of the other
      Directors of that class, but in no case shall a decrease in the number of
      Directors shorten the term of any Director then in office. A Director
      shall hold office until the annual general meeting for the year in which
      his term expires, subject to his office being vacated pursuant to Bye-law
      42.

40.   ALTERNATE DIRECTORS

      There shall be no alternate Directors, and no Member or Director shall
      have a right to designate any person to attend meetings of the Board or
      Board committees as a non-voting observer, except with the concurrence of
      a majority of the Board or committee members in attendance at such
      meeting.

41.   REMOVAL OF DIRECTORS

      41.1  Subject to any provision to the contrary in these Bye-laws, the
            Members entitled to vote for the election of Directors may, at any
            special general meeting convened and held in accordance with these
            Bye-laws, remove a Director, only with cause, by the affirmative
            vote of Members holding at least a majority of the total combined
            voting power of all issued and outstanding Common Shares after
            giving effect to any reduction in voting power acquired under
            Bye-laws 4.7 and 4.8, provided that the notice of any such meeting
            convened for the purpose of removing a Director shall contain a
            statement of the intention so to do and be served on such Director
            not less than 14 days before the meeting and at such meeting the
            Director shall be entitled to be heard on the motion for such
            Director's removal.

      41.2  If a Director is removed from the Board under the provisions of this
            Bye-law, the Members may fill the vacancy at the meeting at which
            such Director is removed. In the absence of such election or
            appointment, the Board may fill the vacancy.

      41.3  For the purpose of Bye-law 41.1, "cause" shall mean a conviction for
            a criminal offence involving dishonesty or engaging in conduct which
            brings the Director or the Company into disrepute and which results
            in material financial detriment to the Company.


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 33

42.   VACANCY IN THE OFFICE OF DIRECTOR

      42.1  The office of Director shall be vacated if the Director:

            (a)   is removed from office pursuant to these Bye-laws or is
                  prohibited from being a Director by law;

            (b)   is or becomes of unsound mind or dies; or

            (c)   resigns his office by notice in writing to the Company.

      42.2  Subject to Bye-law 41.2, the Board shall have the power to appoint
            any person as a Director to fill a vacancy on the Board occurring as
            a result of the death, disability, disqualification or resignation
            of any Director or as a result of an increase in the size of the
            Board as permitted by these Bye-laws.

43.   REMUNERATION OF DIRECTORS

      The remuneration (if any) of the Directors shall be deemed to accrue from
      day to day and shall be determined by the Board or a committee thereof.
      The Directors may also be paid all travel, hotel and other expenses
      properly incurred by them in attending and returning from the meetings of
      the Board, any committee appointed by the Board, general meetings of the
      Company, or in connection with the business of the Company or their duties
      as Directors generally.

44.   DEFECT IN APPOINTMENT OF DIRECTOR

      All acts done in good faith by the Board or by a committee of the Board or
      by any person acting as a Director shall, notwithstanding that it be
      afterwards discovered that there was some defect in the appointment of any
      Director or person acting as aforesaid, or that they or any of them were
      disqualified, be as valid as if every such person had been duly appointed
      and was qualified to be a Director.

45.   DIRECTORS TO MANAGE BUSINESS

      The business of the Company shall be managed and conducted by the Board.
      In managing the business of the Company, the Board may exercise all such
      powers of the Company as are not, by statute or by


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 34

      these Bye-laws, required to be exercised by the Company in general meeting
      subject, nevertheless, to these Bye-laws and the provisions of any
      statute.

46.   POWERS OF THE BOARD OF DIRECTORS

      The Board may:

            (a)   appoint, suspend, or remove any manager, secretary, clerk,
                  agent or employee of the Company and may fix their
                  remuneration and determine their duties;

            (b)   exercise all the powers of the Company to borrow money and to
                  mortgage or charge its undertaking, property and uncalled
                  capital, or any part thereof, and may issue debentures,
                  debenture stock and other securities whether outright or as
                  security for any debt, liability or obligation of the Company
                  or any third party;

            (c)   appoint one or more Directors to the office of managing
                  director or chief executive officer of the Company, who shall,
                  subject to the control of the Board, supervise and administer
                  all of the general business and affairs of the Company;

            (d)   appoint a person to act as manager of the Company's day-to-day
                  business and may entrust to and confer upon such manager such
                  powers and duties as it deems appropriate for the transaction
                  or conduct of such business;

            (e)   by power of attorney, appoint any company, firm, person or
                  body of persons, whether nominated directly or indirectly by
                  the Board, to be an attorney of the Company for such purposes
                  and with such powers, authorities and discretions (not
                  exceeding those vested in or exercisable by the Board) and for
                  such period and subject to such conditions as it may think fit
                  and any such power of attorney may contain such provisions for
                  the protection and convenience of persons dealing with any
                  such attorney as the Board may think fit and may also
                  authorise any such attorney to sub-delegate all or any of the
                  powers, authorities and discretions so vested in the attorney.
                  Such attorney may, if so authorised under the seal of the
                  Company, execute any deed or instrument under such attorney's
                  personal seal with the same effect as the affixation of the
                  seal of the Company;


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 35

            (f)   procure that the Company pays all expenses incurred in
                  promoting and incorporating the Company;

            (g)   delegate any of its powers (including the power to
                  sub-delegate) to a committee appointed by the Board which may
                  consist partly or entirely of non-Directors, provided that
                  every such committee shall conform to such directions as the
                  Board shall impose on them and provided further that the
                  meetings and proceedings of any such committee shall be
                  governed by the provisions of these Bye-laws regulating the
                  meetings and proceedings of the Board, so far as the same are
                  applicable and are not superseded by directions imposed by the
                  Board;

            (h)   delegate any of its powers (including the power to
                  sub-delegate) to any person on such terms and in such manner
                  as the Board may see fit;

            (i)   present any petition and make any application in connection
                  with the liquidation or reorganisation of the Company;

            (j)   in connection with the issue of any share, pay such commission
                  and brokerage as may be permitted by law; and

            (k)   authorise any company, firm, person or body of persons to act
                  on behalf of the Company for any specific purpose and in
                  connection therewith to execute any agreement, document or
                  instrument on behalf of the Company.

47.   REGISTER OF DIRECTORS AND OFFICERS

      The Board shall cause to be kept in one or more books at the registered
      office of the Company a Register of Directors and Officers and shall enter
      therein the particulars required by the Act.

48.   OFFICERS

      The Officers shall consist of a President and a Vice President or a
      Chairman and a Deputy Chairman, a Secretary and such additional Officers
      as the Board may determine all of whom shall be deemed to be Officers for
      the purposes of these Bye-laws.


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 36

49.   APPOINTMENT OF OFFICERS

      The Board shall appoint a President and Vice President or a Chairman and
      Deputy Chairman. The Secretary (and additional Officers, if any) shall be
      appointed by the Board from time to time.

50.   DUTIES OF OFFICERS

      The Officers shall have such powers and perform such duties in the
      management, business and affairs of the Company as may be delegated to
      them by the Board from time to time.

51.   REMUNERATION OF OFFICERS

      The Officers shall receive such remuneration as the Board may determine.

52.   CONFLICTS OF INTEREST

      52.1  Any Director, or any Director's firm, partner or any company with
            whom any Director is associated, may act in any capacity for, be
            employed by or render services to the Company and such Director or
            such Director's firm, partner or company shall be entitled to
            remuneration as if such Director were not a Director. Nothing herein
            contained shall authorise a Director or Director's firm, partner or
            company to act as Auditor to the Company.

      52.2  A Director who is directly or indirectly interested in a contract or
            proposed contract or arrangement with the Company shall declare the
            nature of such interest as required by the Act.

      52.3  Following a declaration being made pursuant to this Bye-law, and
            unless disqualified by the chairman of the relevant Board meeting, a
            Director may vote in respect of any contract or proposed contract or
            arrangement in which such Director is interested and may be counted
            in the quorum for such meeting.

53.   INDEMNIFICATION AND EXCULPATION OF DIRECTORS AND OFFICERS

      53.1  The Directors, Secretary and other Officers (such term to include
            any person appointed to any committee by the Board) for the time
            being acting in relation to any of the affairs of the Company, any
            subsidiary thereof and the liquidator or trustees (if any) for the
            time being acting in relation to any of the affairs of the Company
            or any subsidiary thereof and every one of them,


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 37

            and their heirs, executors and administrators, shall be indemnified
            and secured harmless out of the assets of the Company from and
            against all actions, costs, charges, losses, damages and expenses
            which they or any of them, their heirs, executors or administrators,
            shall or may incur or sustain by or by reason of any act done,
            concurred in or omitted in or about the execution of their duty, or
            supposed duty, or in their respective offices or trusts, and none of
            them shall be answerable for the acts, receipts, neglects or
            defaults of the others of them or for joining in any receipts for
            the sake of conformity, or for any bankers or other persons with
            whom any moneys or effects belonging to the Company shall or may be
            lodged or deposited for safe custody, or for insufficiency or
            deficiency of any security upon which any moneys of or belonging to
            the Company shall be placed out on or invested, or for any other
            loss, misfortune or damage which may happen in the execution of
            their respective offices or trusts, or in relation thereto, provided
            that this indemnity shall not extend to any matter in which any of
            such persons is found, in a final judgment or decree not subject to
            appeal, to have committed fraud or dishonesty. Each Member agrees to
            waive any claim or right of action such Member might have, whether
            individually or by or in the right of the Company, against any
            Director or Officer on account of any action taken by such Director
            or Officer, or the failure of such Director or Officer to take any
            action in the performance of his duties with or for the Company or
            any subsidiary thereof, provided that such waiver shall not extend
            to any matter in respect of any fraud or dishonesty which may attach
            to such Director or Officer.

      53.2  The Company may purchase and maintain insurance for the benefit of
            any Director or Officer of the Company against any liability
            incurred by him under the Act in his capacity as a Director or
            Officer of the Company or indemnifying such Director or Officer in
            respect of any loss arising or liability attaching to him by virtue
            of any rule of law in respect of any negligence, default, breach of
            duty or breach of trust of which the Director or Officer may be
            guilty in relation to the Company or any subsidiary thereof.

                       MEETINGS OF THE BOARD OF DIRECTORS

54.   BOARD MEETINGS

      The Board may meet for the transaction of business, adjourn and otherwise
      regulate its meetings as it sees fit, provided any such meetings shall
      occur in Bermuda. Subject to the provisions of these Bye-


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 38

      laws, a resolution put to the vote at a meeting of the Board shall be
      carried by the affirmative votes of a majority of the votes cast and in
      the case of an equality of votes the resolution shall fail.

55.   NOTICE OF BOARD MEETINGS

      The Chairman or a majority of the Directors may, and the Secretary on the
      requisition of such Directors shall, at any time summon a meeting of the
      Board upon at least five days' prior notice, stating the date, place and
      time at which the meeting is to be held. Notice of a meeting of the Board
      shall be deemed to be duly given to a Director if it is given to such
      Director verbally (in person or by telephone) or otherwise communicated or
      sent to such Director by post, cable, telex, telecopier, facsimile,
      electronic mail or other mode of representing words in a legible form at
      such Director's last known address or any other address given by such
      Director to the Company for this purpose.

56.   PARTICIPATION IN MEETINGS BY TELEPHONE

      Directors may participate in any meeting of the Board by means of such
      telephone, electronic or other communication facilities as permit all
      persons participating in the meeting to communicate with each other
      simultaneously and instantaneously, provided, that no Director may
      participate by telephone, electronic or other communication facilities
      from the United Kingdom, the United States or Switzerland, and
      participation in such a meeting shall constitute presence in person at
      such meeting.

57.   QUORUM AT BOARD MEETINGS

      The quorum necessary for the transaction of business at a meeting of the
      Board shall be a majority of the Directors.

58.   BOARD TO CONTINUE IN THE EVENT OF VACANCY

      The Board may act notwithstanding any vacancy in its number but, if and so
      long as its number is reduced below the number fixed by these Bye-laws as
      the quorum necessary for the transaction of business at meetings of the
      Board, the continuing Directors or Director may act for the purpose of (i)
      summoning a general meeting of the Company; or (ii) preserving the assets
      of the Company.


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 39

59.   CHAIRMAN TO PRESIDE

      Unless otherwise agreed by a majority of the Directors attending, the
      Chairman, if there be one, and if not, the President shall act as chairman
      at all meetings of the Board at which such person is present. In their
      absence the Deputy Chairman or Vice President, if present, shall act as
      chairman and in the absence of all of them a chairman shall be appointed
      or elected by the Directors present at the meeting.

60.   WRITTEN RESOLUTIONS

      A resolution signed by all the Directors, which may be in counterparts,
      shall be as valid as if it had been passed at a meeting of the Board duly
      called and constituted, such resolution to be effective on the date on
      which the last Director signs the resolution.

61.   VALIDITY OF PRIOR ACTS OF THE BOARD

      No regulation or alteration to these Bye-laws made by the Company in
      general meeting shall invalidate any prior act of the Board which would
      have been valid if that regulation or alteration had not been made.

                                CORPORATE RECORDS

62.   MINUTES

      The Board shall cause minutes to be duly entered in books provided for the
      purpose:

            (a)   of all elections and appointments of Officers;

            (b)   of the names of the Directors present at each meeting of the
                  Board and of any committee appointed by the Board; and

            (c)   of all resolutions and proceedings of general meetings of the
                  Members, meetings of the Board, and meetings of committees
                  appointed by the Board.

63.   PLACE WHERE CORPORATE RECORDS KEPT

      Minutes prepared in accordance with the Act and these Bye-laws shall be
      kept by the Secretary at the registered office of the Company.


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 40

64.   FORM AND USE OF SEAL

      64.1  The seal of the Company shall be in such form as the Board may
            determine. The Board may adopt one or more duplicate seals for use
            in or outside Bermuda.

      64.2  The seal of the Company shall not be affixed to any instrument
            except attested by the signature of a Director and the Secretary or
            any two Directors, or any person appointed by the Board for that
            purpose, provided that any Director, Officer or Resident
            Representative, may affix the seal of the Company attested by such
            Director, Officer or Resident Representative's signature to any
            authenticated copies of these Bye-laws, the incorporating documents
            of the Company, the minutes of any meetings or any other documents
            required to be authenticated by such Director, Officer or Resident
            Representative.

                                    ACCOUNTS

65.   BOOKS OF ACCOUNT

      65.1  The Board shall cause to be kept proper records of account with
            respect to all transactions of the Company and in particular with
            respect to:

            (a)   all sums of money received and expended by the Company and the
                  matters in respect of which the receipt and expenditure
                  relates;

            (b)   all sales and purchases of goods by the Company; and

            (c)   all assets and liabilities of the Company.

      65.2  Such records of account shall be kept at the registered office of
            the Company, or subject to the provisions of the Act, at such other
            place as the Board thinks fit and shall be available for inspection
            by the Directors during normal business hours.

66.   FINANCIAL YEAR END

      The financial year end of the Company may be determined by resolution of
      the Board and failing such resolution shall be 31st December in each year.


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 41

                                     AUDITS

67.   ANNUAL AUDIT

      Subject to any rights to waive laying of accounts or appointment of an
      Auditor pursuant to the Act, the accounts of the Company shall be audited
      at least once in every year.

68.   APPOINTMENT OF AUDITORS

      68.1  Subject to the provisions of the Act, at the annual general meeting
            or at a subsequent special general meeting in each year, the Members
            shall appoint an independent representative of the Members to serve
            as the registered independent accounting firm that acts as Auditor
            of the accounts of the Company.

      68.2  The Auditor may be a Member but no Director, Officer or employee of
            the Company shall, during his continuance in office, be eligible to
            act as an Auditor of the Company.

69.   REMUNERATION OF AUDITORS

      The remuneration of the Auditor shall be fixed by the Audit Committee of
      the Board or in such manner as the Members may determine.

70.   DUTIES OF AUDITORS

      70.1  The financial statements provided for by these Bye-laws shall be
            audited by the Auditor in accordance with generally accepted
            auditing standards. The Auditor shall make a written report thereon
            in accordance with generally accepted auditing standards.

      70.2  The generally accepted auditing standards referred to in this
            Bye-law may be those of a country or jurisdiction other than Bermuda
            or such other generally accepted auditing standards as may be
            provided for in the Act. If so, the financial statements and the
            report of the Auditor shall identify the generally accepted auditing
            standards used.


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 42

71.   ACCESS TO RECORDS

      The Auditor shall at all reasonable times have access to all books kept by
      the Company and to all accounts and vouchers relating thereto, and the
      Auditor may call on the Directors or Officers of the Company for any
      information in their possession relating to the books or affairs of the
      Company.

72.   FINANCIAL STATEMENTS

      Subject to any rights to waive laying of accounts pursuant to the
      provisions of the Act, financial statements as required by the Act shall
      be laid before the Members in general meeting.

73.   DISTRIBUTION OF AUDITORS REPORT

      The report of the Auditor shall be submitted to the Members in general
      meeting.

74.   VACANCY IN THE OFFICE OF AUDITOR

      If the office of Auditor becomes vacant by the resignation or death or the
      Auditor, or by the Auditor becoming incapable of acting by reason of
      illness or other disability at a time when the Auditor's services are
      required, the vacancy thereby created shall be filled in accordance with
      the Act.

                      VOLUNTARY WINDING-UP AND DISSOLUTION

75.   WINDING-UP

      If the Company shall be wound up the liquidator may, with the sanction of
      a resolution of the Members, divide amongst the Members in specie or in
      kind the whole or any part of the assets of the Company (whether they
      shall consist of property of the same kind or not) and may, for such
      purpose, set such value as he deems fair upon any property to be divided
      as aforesaid and may determine how such division shall be carried out as
      between the Members or different classes of Members. The liquidator may,
      with the like sanction, vest the whole or any part of such assets in the
      trustees upon such trusts for the benefit of the Members as the liquidator
      shall think fit, but so that no Member shall be compelled to accept any
      shares or other securities or assets whereon there is any liability.


<PAGE>

ENSTAR GROUP LIMITED                                                     Page 43

                             CHANGES TO CONSTITUTION

76.   CHANGES TO BYE-LAWS

      No Bye-law shall be rescinded, altered or amended and no new Bye-law shall
      be made until the same has been approved by a resolution of the Board and
      by a resolution of the Members.

77.   DISCONTINUANCE

      The Board may exercise all the powers of the Company to discontinue the
      Company to a jurisdiction outside Bermuda pursuant to the Act.

                              CERTAIN SUBSIDIARIES

78.   VOTING OF SUBSIDIARY SHARES

      Notwithstanding any other provision of these Bye-laws to the contrary, if
      the Company or a Subsidiary of the Company, as the case may be, is
      required or entitled to vote at a general meeting of any direct or
      indirect subsidiary of the Company, the Directors shall refer the subject
      matter of any vote regarding the appointment, removal or remuneration of
      directors to the Members of the Company on a poll (subject to Bye-laws 4.7
      through 4.10) and seek authority from the Members for the Company's or the
      Subsidiary's, as the case may be, corporate representative or proxy to
      vote in favour of the resolution proposed by the subsidiary. The Directors
      shall cause the Company's or the Subsidiary's, as the case may be,
      corporate representative or proxy to vote the Company's or the
      Subsidiary's shares in the subsidiary (with respect to a resolution
      covered by the foregoing sentence) pro rata to the votes received at the
      general meeting of the Company, with votes for or against the directing
      resolution being taken, respectively, as an instruction for the Company's
      or the Subsidiary's, as the case may be, corporate representative or proxy
      to vote the appropriate proportion of its shares for and the appropriate
      proportion of its shares against the resolution proposed by the
      subsidiary.

79.   BYE-LAWS OR ARTICLES OF ASSOCIATION OF CERTAIN SUBSIDIARIES

      The Board in its discretion shall require that the Bye-laws or Articles of
      Association of each subsidiary of the Company, organized under the laws of
      a jurisdiction outside the United States of America, shall contain
      provisions substantially similar to Bye-law 78. The Company shall enter
      into agreements with each such subsidiary, as reasonably necessary, to
      effectuate or implement this Bye-law.

<PAGE>

                                                                    EXHIBIT 10.1

                         REGISTRATION RIGHTS AGREEMENT

      This REGISTRATION RIGHTS AGREEMENT, dated as of January 31, 2007 (this
"Agreement"), is made among CASTLEWOOD HOLDINGS LIMITED, a Bermuda company (the
"Company"), TRIDENT II, L.P., a Cayman Islands limited partnership, MARSH &
McLENNAN CAPITAL PROFESSIONALS FUND, L.P., a Cayman Islands limited partnership
("CPF"), MARSH & McLENNAN EMPLOYEES' SECURITIES COMPANY, L.P., a Cayman Islands
limited partnership (collectively, "Trident"), J. CHRISTOPHER FLOWERS ("JCF"),
DOMINIC F. SILVESTER ("DS") and the other shareholders of the Company set forth
on the Schedule of Shareholders attached hereto (collectively, together with
Trident, JCF and DS, the "Shareholders").

      A. The Company is a party to a Merger Agreement, dated as of May 23, 2006,
amended on November 21, 2006, with The Enstar Group, Inc., a Georgia corporation
("Enstar"), CWMS Subsidiary Corp., a Georgia corporation and a direct
wholly-owned subsidiary of the Company ("Merger Sub") (as amended, supplemented
or otherwise modified, the "Merger Agreement"), which provides, among other
things, for the merger (the "Merger") of Merger Sub with and into Enstar, with
Enstar continuing as the surviving corporation, and the issuance by the Company
of ordinary shares, par value
 $1.00 per share, of the Company (the "Ordinary
Shares") to the shareholders of Enstar pursuant to the Merger, the closing of
which (the "Closing") shall take place on the date hereof, concurrently with the
execution of this Agreement.

      B. The Company and the Shareholders have entered into a Recapitalization
Agreement, dated as of May 23, 2006 (as amended, supplemented or otherwise
modified, the "Recapitalization Agreement"), which provides, among other things,
for the exchange of the outstanding shares of the Company for newly created
Ordinary Shares and non-voting convertible ordinary shares, par value $1.00 per
share, of the Company (the "Non-Voting Convertible Ordinary Shares") at the
Closing but immediately prior to the date and time the Merger becomes effective.

      C. The Company has agreed to provide the registration rights set forth in
this Agreement.

      D. Capitalized terms used in this Agreement and set forth in Section 10
are used as defined in Section 10. Capitalized terms used in this Agreement
without definition shall have the respective meanings assigned to them in the
Merger Agreement.

      Now, therefore, the parties hereto agree as follows:

      1. Demand Registrations.

      (a) Requests for Registration. At any time following the one (1) year
anniversary of the date hereof, each of Trident, JCF and DS (each, a "Requesting


<PAGE>

Holder") shall respectively be entitled to make requests in writing that the
Company effect the registration of all or any part of the Registrable Securities
held by such Holder (a "Registration Request"). Trident shall be entitled to
make three (3) such Registration Requests, JCF shall be entitled to make two (2)
such Registration Requests, and DS shall be entitled to make two (2) such
Registration Requests. Notwithstanding the foregoing, at one time following the
date that is ninety (90) days after the date hereof and prior to the one (1)
year anniversary of the date hereof, Trident may exercise one (1) of its
Registration Requests; provided that such Registration Request shall not be for
more than 750,000 Registrable Securities on the date of such request (after
giving effect to any subsequent stock split, combination, recapitalization or
similar transaction) (the "Initial Request"); provided, further, that Trident
shall give the Company at least 30 days prior written notice of its intent to
exercise the Initial Request. As promptly as reasonably practicable after its
receipt of any Registration Request, other than the Initial Request, but in any
event within seven (7) days of such request, the Company will give written
notice of such request to all other Holders, and will use its reasonable best
efforts to register, in accordance with the provisions of this Agreement, all
Registrable Securities that have been requested to be registered by the Holder
in the Registration Request or by any other Holders by written notice to the
Company given within ten (10) Business Days after the date the Company has given
such Holders notice of the Registration Request; provided, that the Company will
not be required to effect a registration pursuant to this Section 1(a) unless
the aggregate number of shares proposed to be registered constitutes at least
the lesser of (x) 25% of the total number of Registrable Securities held by the
Requesting Holder on the date hereof (or 15% in the case of an Initial Request)
or (y) 10% of the total number of Registrable Securities held by all Holders on
the date hereof, or if the total number of Registrable Securities then
outstanding is less than such amount, all of the Registrable Securities then
outstanding. The Company will not be obligated to effect any registration
pursuant to this Section 1(a) more than once in any nine (9) month period;
provided that the request for a registration that immediately follows the
registration pursuant to the Initial Request may be as soon as six (6) months
following such earlier registration. Notwithstanding anything contained herein
to the contrary, the Company will not include in the Initial Request any
securities other than Registrable Securities owned by Trident without Trident's
prior written consent. Except if expressly prohibited by applicable law, the
Company will pay all Registration Expenses incurred in connection with any
registration pursuant to this Section 1.

      (b) Limitation on Demand Registrations. A request for registration will
not constitute the use of a Registration Request pursuant to Section 1(a) if (i)
the Requesting Holder and the Required Holders determine in good faith to
withdraw (prior to the effective date of the Registration Statement relating to
such request) the proposed registration, (ii) the Registration Statement
relating to such request is not declared effective within ninety (90) days of
the date such registration statement is first filed with the SEC, (iii) prior to
the sale of at least 90% of the Registrable Securities included in the
registration relating to such request, such registration is adversely affected
by any stop

                                       2

<PAGE>

order, injunction or other order or requirement of the SEC or other
governmental agency, quasi-governmental agent or self-regulatory body or court
for any reason and the Company fails to have such stop order, injunction or
other order or requirement removed, withdrawn or resolved to the Holders of a
majority of Registrable Securities included in such registration statement
reasonable satisfaction within thirty (30) days of the date of such order, (iv)
more than 20% of the Registrable Securities requested by the Requesting Holder
to be included in the registration are not so included pursuant to Section 1(e);
provided, that, notwithstanding the foregoing, the Requesting Holder shall
nonetheless be permitted to include the number of Registrable Securities that
the underwriter permits to be included in such registration, (v) the conditions
to closing specified in any underwriting agreement or purchase agreement entered
into in connection with the registration relating to such request are not
satisfied (other than as a result of a material breach thereunder by the
Requesting Holder), or (vi) the Company did not provide Full Cooperation in the
case of an underwritten offering. Notwithstanding the foregoing but except if
expressly prohibited by applicable law, the Company will pay all Registration
Expenses in connection with any request for registration pursuant to Section
1(a) regardless of the application of this provision.

      (c) Restrictions on Demand Registrations. The Company may postpone for a
reasonable period of time, not to exceed ninety (90) days, the filing or the
effectiveness of a Registration Statement for a Demand Registration if the
Company furnishes to the Holders a certificate signed by the Chief Executive
Officer of the Company stating that the Board of Directors of the Company has
determined that such Demand Registration is reasonably likely to have a material
adverse effect on any proposal or plan by the Company to engage in any
acquisition of assets or any merger, amalgamation, consolidation, tender offer
or similar transaction, or otherwise would have a material adverse effect on the
business, assets, operations, prospects or financial condition of the Company;
provided, that the Company may not effect such a postponement more than once in
any 360-day period. If the Company so postpones the filing or the effectiveness
of a Registration Statement, the Requesting Holder will be entitled to withdraw
such request and, if such request is withdrawn, such registration request will
not count as a Registration Request for the purposes of Section 1(a). Except if
expressly prohibited by applicable law, the Company will pay all Registration
Expenses incurred in connection with any such non-completed registration.

      (d) Selection of Underwriters. If the Requesting Holder intends to
distribute the Registrable Securities covered by its Registration Request by
means of an underwritten offering, the Requesting Holder will so advise the
Company as a part of the Registration Request, and the Company will include such
information in the notice sent by the Company to the other Holders with respect
to such Registration Request. In such event, the Holders of a majority of the
Registrable Securities being so registered will have the right to select the
investment banker(s) and manager(s) to administer the offering, subject to the
Company's approval which will not be unreasonably withheld,

                                       3

<PAGE>

conditioned or delayed. If the offering is underwritten, the right of any Holder
to registration pursuant to this Section 1 will be conditioned upon such
Holder's participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting (unless otherwise agreed by the
Required Holders), and each such Holder will (together with the Company and the
other Holders distributing their securities through such underwriting) enter
into an underwriting agreement in customary form with the underwriter or
underwriters selected for such underwriting. In connection with each
underwritten Demand Registration, the Company shall cause there to be Full
Cooperation.

      (e) Priority on Demand Registrations. The Company will not include in any
underwritten registration pursuant to Section 1(a) any securities that are not
Registrable Securities without the prior written consent of both Holders of a
majority of the Registrable Securities included in such Registration Statement
and the Requesting Holder. If the managing underwriter advises the Company that
in its opinion the number of Registrable Securities (and, if permitted
hereunder, other securities requested to be included in such offering) exceeds
the number of securities that can be sold in such offering without adversely
affecting the marketability of the offering, including the price at which the
securities can be sold, the Company will include in such offering the maximum
number of securities that in the opinion of such underwriters can be sold
without adversely affecting the marketability of the offering, including the
price at which the securities can be sold, which securities will be so included
in the following order of priority: (i) first, securities the Company proposes
to sell, provided that the Company shall not be entitled to such first priority
hereunder if such first priority has applied at any time during the 18 month
period preceding the relevant Registration Request, in which case clause (iii)
below shall apply to securities the Company proposes to sell; (ii) second,
Registrable Securities, pro rata among the respective Holders thereof
participating in such registration on the basis of the aggregate number of
Registrable Securities owned by each such Holder on the date of such request or
in such other manner as they may agree; and (iii) third, any other securities of
the Company that have been requested to be so included. Notwithstanding the
foregoing, no employee of the Company or any subsidiary thereof will be entitled
to participate, directly or indirectly, in any such registration to the extent
that the managing underwriter (or, in the case of an offering that is not
underwritten, a nationally recognized investment banking firm) determines in
good faith that the participation of such employee in such registration would
adversely affect the marketability or offering price of the securities being
sold in such registration; provided, however, that this sentence shall not apply
to any registration initiated by a Registration Request made by DS.

      (f) Other Registration Rights. Except as provided in this Agreement, the
Company will not grant to any holder or prospective holder of any securities of
the Company registration rights with respect to such securities which are senior
to or otherwise conflict in any material respect with the rights granted
pursuant to this Section

                                       4

<PAGE>

1 without the prior written consent of either each of the Requesting Holders or
of the Required Holders and, for such time as Trident owns at least 20% of the
Registrable Securities it owns as of the date hereof, Trident; provided, that
the foregoing shall not prevent the Company from granting additional demand or
piggy back registration rights that are pari passu with the rights set forth in
this Agreement, and any dilution of the registration rights herein resulting
from any such pari passu rights shall not be deemed to conflict with the rights
set forth herein.

      2. Piggyback Registrations.

      (a) Right to Piggyback. At any time after the date hereof, whenever the
Company proposes to register Ordinary Shares (other than a registration pursuant
to Section 1(a) (as a result of the piggyback registration rights related to
such registration being set forth in Section 1(a)), a registration on Form S-4
or a registration relating solely to employee benefit plans), whether for its
own account or for the account of one or more securityholders of the Company,
and the registration form to be filed may be used for the registration or
qualification for distribution of Registrable Securities, the Company will give
prompt written notice to all Holders of its intention to effect such a
registration and will include in such registration all Registrable Securities
with respect to which the Company has received written requests for inclusion
therein within fifteen (15) days after the date of the Company's notice (a
"Piggyback Registration"). Any Holder that has made such a written request may
withdraw its Registrable Securities from such Piggyback Registration by giving
written notice to the Company and the managing underwriter, if any, on or before
the fifth (5th) day prior to the anticipated effective date of such Piggyback
Registration. The Company may terminate or withdraw any registration initiated
by it and covered by this Section 2 prior to the effectiveness of such
registration, whether or not any Holder has elected to include Registrable
Securities in such registration, and except for the obligation to pay
Registration Expenses pursuant to Section 2(c) the Company will have no
liability to any Holder in connection with such termination or withdrawal. A
Piggyback Registration shall not be considered a Demand Registration for
purposes of Section 1 of this Agreement.

      (b) Underwritten Registration. If the registration referred to in Section
2(a) is proposed to be underwritten, the Company will so advise the Holders as a
part of the written notice given pursuant to Section 2(a). In such event, the
right of any Holder to registration pursuant to this Section 2 will be
conditioned upon such Holder's participation in such underwriting and the
inclusion of such Holder's Registrable Securities in the underwriting, and each
such Holder will (together with the Company and the other Holders distributing
their securities through such underwriting) enter into an underwriting agreement
in customary form with the underwriter or underwriters selected for such
underwriting by the Company. If any Holder disapproves of the terms of the
underwriting, such Holder may elect to withdraw therefrom by written notice to
the Company and the managing underwriter.

                                       5

<PAGE>

      (c) Piggyback Registration Expenses. Except if expressly prohibited by
applicable law, the Company will pay all Registration Expenses in connection
with any Piggyback Registration, whether or not any registration or prospectus
becomes effective or final.

      (d) Priority on Primary Registrations. If a Piggyback Registration relates
to an underwritten primary offering on behalf of the Company, and the managing
underwriters advise the Company that in their opinion the number of securities
requested to be included in such registration exceeds the number which can be
sold without adversely affecting the marketability of the offering, including
the price at which such securities can be sold, the Company will include in such
registration the maximum number of securities that in the opinion of such
underwriters can be sold without adversely affecting the marketability of the
offering, including the price at which such securities can be sold, which
securities will be so included in the following order of priority: (i) first,
the securities the Company proposes to sell, (ii) second, the Registrable
Securities requested to be included in such registration, pro rata among the
Holders of such Registrable Securities on the basis of the number of Registrable
Securities so requested to be included therein owned by each such Holder or in
such other manner as they may agree, and (iii) third, other securities requested
to be included in such registration. Notwithstanding the foregoing, any employee
of the Company or any subsidiary thereof will not be entitled to participate,
directly or indirectly, in any such registration to the extent that the managing
underwriter (or, in the case of an offering that is not underwritten, a
nationally recognized investment banking firm) will determine in good faith that
the participation of such employee in such registration would adversely affect
the marketability or offering price of the securities being sold in such
registration.

      (e) Priority on Secondary Registrations. If a Piggyback Registration
relates solely to an underwritten secondary registration on behalf of other
holders of the Company's securities, and the managing underwriters advise the
Company that in their opinion the number of securities requested to be included
in such registration exceeds the number which can be sold without adversely
affecting the marketability of the offering, including the price at which such
securities can be sold, the Company will include in such registration the
maximum number of securities that in the opinion of such underwriters can be
sold without adversely affecting the marketability of the offering, including
the price at which such securities can be sold, which securities will be so
included in the following order of priority: (i) first, the securities requested
to be included therein by the holders requesting such registration and the
Registrable Securities requested to be included in such registration, pro rata
among the holders of such securities and Registrable Securities on the basis of
the number of securities so requested to be included therein owned by each such
holder or in such other manner as they may agree, and (ii) second, other
securities requested to be included in such registration. Notwithstanding the
foregoing, any employee of the Company or any subsidiary thereof will not be
entitled to participate, directly or indirectly, in any such registration to the

                                       6

<PAGE>

extent that the managing underwriter (or, in the case of an offering that is not
underwritten, a nationally recognized investment banking firm) will determine in
good faith that the participation of such employee in such registration would
adversely affect the marketability or offering price of the securities being
sold in such registration.

      (f) Other Registrations. If the Company files a Registration Statement
with respect to Registrable Securities pursuant to Section 1 or Section 2, and
if such registration has not been withdrawn or abandoned, the Company will not
file or cause to be effected any other registration of any of its equity
securities or securities convertible or exchangeable into or exercisable for its
equity securities under the Securities Act (except on Form S-4 or S-8 or any
successor or similar forms), whether on its own behalf or at the request of any
holder or holders of such securities, until a period of at least one hundred
eighty (180) days have elapsed from the effective date of the effectiveness of
such Registration Statement.

      3. Registration Procedures. Subject to Section 1(c), whenever the Holders
of Registrable Securities have requested that any Registrable Securities be
registered pursuant to this Agreement, the Company will use its reasonable best
efforts to effect the registration and sale of such Registrable Securities in
accordance with the intended method of disposition thereof. Without limiting the
generality of the foregoing, the Company will, as expeditiously as possible:

            (a) prepare and (within forty five (45) days after the end of the
      period within which requests for registration may be given to the Company
      pursuant hereto) file with the SEC a Registration Statement with respect
      to such Registrable Securities, make all required filings with the
      National Association of Securities Dealers and thereafter use its
      reasonable best efforts to cause such Registration Statement to become
      effective; provided, that before filing a Registration Statement or any
      amendments or supplements thereto, the Company will furnish to
      one firm of counsel selected by the Holders in accordance with Section
      4(b) copies of all such documents proposed to be filed, which documents
      will be subject to review of such counsel at the Company's expense. Unless
      such counsel earlier informs the Company that it has no objections to the
      filing of such Registration Statement, amendment or supplement, the
      Company will not file such Registration Statement, amendment or supplement
      prior to the date that is five Business Days from the date that such
      counsel received such document. The Company will not file any Registration
      Statement or amendment or post-effective amendment or supplement to such
      Registration Statement to which such counsel will have reasonably objected
      in writing on the grounds that such amendment or supplement does not
      comply in all material respects with the requirements of the Securities
      Act or of the rules or regulations thereunder. The Company shall not
      permit any person acting on behalf of the Company to use any free writing
      prospectus (as defined in Rule 405 under the Securities Act) in connection
      with

                                       7

<PAGE>

      any registration statement covering Registrable Securities, without the
      prior consent of the Holders named in such registration statement, such
      consent not to be unreasonably withheld or delayed;

            (b) prepare and file with the SEC such amendments and supplements to
      such Registration Statement as may be necessary to keep such Registration
      Statement effective for a period of either (i) not less than six (6)
      months or, if such Registration Statement relates to an underwritten
      offering, such longer period as in the opinion of - counsel for the
      underwriters a prospectus is required by law to be delivered in connection
      with sales of Registrable Securities by an underwriter or dealer or (ii)
      such shorter period as will terminate when all of the securities
      covered by such Registration Statement have been disposed of in accordance
      with the intended methods of disposition by the Holder or Holders thereof
      set forth in such Registration Statement (but in any event not before the
      expiration of any longer period required under the Securities Act), and to
      comply with the provisions of the Securities Act with respect to the
      disposition of all securities covered by such Registration Statement until
      such time as all of such securities have been disposed of in accordance
      with the intended methods of disposition by the Holder or Holders thereof
      set forth in such Registration Statement;

            (c) furnish to each Holder of the Registrable Securities being sold
      such number of copies, without charge, of such Registration Statement,
      each amendment and supplement thereto, including each preliminary
      prospectus, final prospectus, all exhibits and other documents filed
      therewith and such other documents as such Holder may reasonably request
      including in order to facilitate the disposition of the Registrable
      Securities owned by such Holder;

            (d) use its reasonable best efforts to register or qualify such
      Registrable Securities under such other securities or blue sky laws of
      such jurisdictions as any Holder reasonably requests and do any and all
      other acts and things that may be necessary or reasonably advisable to
      enable such Holder to consummate the disposition in such jurisdictions of
      the Registrable Securities owned by such Holder (provided, that the
      Company will not be required to (i) qualify generally to do business in
      any jurisdiction where it would not otherwise be required to qualify but
      for this subsection, (ii) subject itself to taxation in any such
      jurisdiction or (iii) consent to general service of process in any such
      jurisdiction);

            (e) use its reasonable best efforts to cause all Registrable
      Securities covered by such Registration Statement to be registered with or
      approved by such other governmental agencies, authorities or
      self-regulatory bodies as may be necessary or reasonably advisable in
      light of the business and operations of the

                                       8

<PAGE>

      Company to enable the Holder or Holders thereof to consummate the
      disposition of such Registrable Securities in accordance with the intended
      method or methods of disposition thereof;

            (f) immediately notify each Holder of such Registrable Securities
      being sold and any underwriter(s), at any time when a prospectus relating
      thereto is required to be delivered under the Securities Act, of the
      occurrence of any event which will have the result that, the prospectus
      contains an untrue statement of a material fact or omits to state any fact
      necessary to make the statements therein not misleading in the light of
      the circumstances under which they were made, and, as promptly as
      practicable, prepare and furnish to such Holder and underwriter(s) a
      reasonable number of copies of a supplement or amendment to such
      prospectus so that, as thereafter delivered to the purchasers of such
      Registrable Securities, such prospectus will not contain an untrue
      statement of a material fact or omit to state any fact necessary to make
      the statements therein not misleading in the light of the circumstances
      under which they were made;

            (g) notify each Holder of any Registrable Securities being sold and
      covered by such Registration Statement (i) when the prospectus or any
      prospectus supplement or post-effective amendment has been filed and, with
      respect to such Registration Statement or any post-effective amendment,
      when the same has become effective, (ii) of any request by the SEC for
      amendments or supplements to such registration statement or to amend or to
      supplement such prospectus or for additional information and (iii) of the
      issuance by the SEC of any stop order suspending the effectiveness of such
      registration statement or the initiation of any proceedings for any of
      such purposes;

            (h) use its reasonable best efforts to cause all such Registrable
      Securities to be listed on each securities exchange on which similar
      securities issued by the Company are then listed or, if no similar
      securities issued by the Company are then listed on any securities
      exchange, use its reasonable best efforts to cause all such Registrable
      Securities to be listed on the Nasdaq;

            (i) provide a transfer agent and registrar for all such Registrable
      Securities not later than the effective date of such Registration
      Statement;

            (j) enter into such customary agreements (including underwriting
      agreements with customary provisions) and take all such other actions as
      the Requesting Holder, Holders of a majority of Registrable Securities
      included in such Registration Statement or the underwriters, if any,
      reasonably request in order to expedite or facilitate the disposition of
      such Registrable Securities (including, without limitation, effecting a
      share split or a combination of shares);

                                       9

<PAGE>

            (k) make available for inspection by any Holder of the Registrable
      Securities being sold, any underwriter participating in any disposition
      pursuant to such Registration Statement and any attorney, accountant or
      other agent retained by any such Holder or underwriter, all financial and
      other records, pertinent corporate documents and documents relating to the
      business of the Company, and cause the Company's officers, directors,
      employees and independent accountants to supply all information reasonably
      requested by any such Holder, underwriter, attorney, accountant or agent
      in connection with such Registration Statement; provided, that each Holder
      will, and will use its commercially reasonable efforts to cause each such
      underwriter, accountant or other agent to enter into a customary
      confidentiality agreement in form and substance reasonably satisfactory to
      the Company; provided further, that such confidentiality agreement will
      not contain terms that would prohibit any such Person from complying with
      its obligations under applicable law or Nasdaq rules.

            (l) otherwise use its reasonable best efforts to comply with all
      applicable rules and regulations of the SEC, and make available to its
      security holders, as soon as reasonably practicable, an earnings statement
      covering the period of at least twelve months beginning with the first day
      of the Company's first full calendar quarter after the effective date of
      the Registration Statement, which earnings statement will satisfy the
      provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

            (m) in the event of the issuance of any stop order suspending the
      effectiveness of a Registration Statement, or of any order suspending or
      preventing the use of any related prospectus or ceasing trading of any
      securities included in such Registration Statement for sale in any
      jurisdiction, use its reasonable best efforts promptly to obtain the
      withdrawal of such order;

            (n) enter into such agreements and take such other actions as the
      Holders of the Registrable Securities being sold or the underwriters
      reasonably request in order to expedite or facilitate the disposition of
      such Registrable Securities, including, without limitation, preparing for
      and participating in such number of "road shows" and all such other
      customary selling efforts as the underwriters reasonably request in order
      to expedite or facilitate such disposition;

            (o) obtain one or more comfort letters, addressed to the Holders of
      the Registrable Securities being sold (and, if such registration includes
      an underwritten public offering to the underwriters of such offering),
      signed by the Company's independent public accountants in customary form
      and covering such matters of the type customarily covered by comfort
      letters;

                                       10

<PAGE>

            (p) provide legal opinions of the Company's outside counsel,
      addressed to the Holders of the Registrable Securities being sold (and, if
      such registration includes an underwritten public offering, to the
      underwriters of such offering), with respect to the Registration Statement
      and prospectus in customary form and covering such matters of the type
      customarily covered by legal opinions of such nature;

            (q) furnish to any Holder of the Registrable Securities being sold
      such information and assistance as such Holder may reasonably request in
      connection with any "due diligence" effort which such Holder deem
      appropriate; and

            (r) use its reasonable best efforts to take or cause to be taken all
      other actions, and do and cause to be done all other things, necessary or
      reasonably advisable to effect the registration of such Registrable
      Securities contemplated hereby.

The Company agrees not to file or make any amendment to any Registration
Statement with respect to any Registrable Securities, or any amendment of or
supplement to the prospectus used in connection therewith, that refers to any
Holder covered thereby by name, or otherwise identifies such Holder as the
holder of any securities of the Company, without the consent of such Holder,
such consent not to be unreasonably withheld or delayed, unless and to the
extent such disclosure is required by law.

The Company represents and warrants that no Registration Statement (including
any amendments or supplements thereto and prospectuses contained therein) shall
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein, or necessary to make the statements therein not
misleading (except that the Company makes no representation or warranty with
respect to information relating to any Holder furnished in writing to the
Company by or on behalf of the Holder specifically for inclusion therein).

The Company may require each Holder of Registrable Securities as to which any
registration is being effected to furnish the Company with such information
regarding such Holder and pertinent to the disclosure requirements relating to
the registration and the distribution of such securities as the Company may from
time to time reasonably request in writing.

      4. Registration Expenses.

      (a) Except as otherwise provided for herein, all expenses incidental to
the Company's performance of or compliance with this Agreement, including,
without limitation, all registration and filing fees (including SEC registration
and National Association of Securities Dealers filing fees), fees and expenses
of compliance with

                                       11

<PAGE>

securities or blue sky laws, word processing, duplicating and
printing expenses, messenger and delivery expenses, transfer agent's and
registrar's fees, cost of distributing prospectuses in preliminary and final
form, as well as any supplements thereto, and fees and disbursements of counsel
for the Company and all independent certified public accountants, underwriters
and other Persons retained by the Company (all such expenses, "Registration
Expenses"), will be borne by the Company. In addition, the Company will, in any
event, pay its internal expenses (including, without limitation, all salaries
and expenses of its officers and employees performing legal or accounting
duties), the expenses of any annual audit or quarterly review, the expenses of
any liability insurance and the expenses and fees for listing the securities to
be registered on each securities exchange or automatic quotation system on which
similar securities issued by the Company are then listed (including the Nasdaq).
Notwithstanding the foregoing, all Selling Expenses will be borne by the holders
of the securities so registered pro rata on the basis of the number of their
shares so registered.

      (b) In connection with each registration pursuant to Section 1 and each
Piggyback Registration, the Company will reimburse the Holders of the
Registrable Securities covered by such registration or qualification for the
reasonable fees and disbursements of one law firm, who will be chosen by the
Holders of a majority of the Registrable Securities being so registered.

      5. Indemnification.

      (a) The Company agrees to indemnify and hold harmless, and hereby does
indemnify and hold harmless, each Holder, its affiliates and their respective
officers, directors and partners and each Person who controls such Holder
(within the meaning of the Securities Act) against, and pay and reimburse such
holder, affiliate, director, officer or partner or controlling person for any
losses, claims, damages, expenses, liabilities, joint or several, to which such
holder or any such affiliate, director, officer or partner or controlling person
may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon (i)
any untrue or alleged untrue statement of material fact contained in any
Registration Statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto, or any "issuer free writing prospectus" (as
defined in Securities Act Rule 433), (ii) any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or (iii) any violation or alleged violation by the
Company of any rule or regulation promulgated under the Securities Act , the
Exchange Act, the National Association of Securities Dealers or any state
securities laws applicable to the Company and relating to action or inaction
required of the Company in connection with any such registration, and the
Company will pay and reimburse such Holder and each such affiliate, director,
officer, partner and controlling person for any legal or any other expenses
actually and reasonably incurred by them in connection with

                                       12

<PAGE>

investigating, defending or settling any such loss, claim, liability, action or
proceeding; provided, that the Company will not be liable in any such case to
the extent that any such loss, claim, damage, expense, liability (or action or
proceeding in respect thereof) or expense arises out of or is based upon an
untrue statement or alleged untrue statement, or omission or alleged omission,
made in such Registration Statement, any such prospectus or preliminary
prospectus or any amendment or supplement thereto, or in any application, in
reliance upon, and in conformity with, written information prepared and
furnished to the Company by such Holder expressly for use therein or by such
Holder's failure to deliver, to the extent required by law and except to the
extent such failure results from a failure by the Company to comply with Section
3(f), a copy of the Registration Statement or prospectus or any amendments or
supplements thereto after the Company has furnished such Holder with a
sufficient number of copies of the same. In connection with an underwritten
offering, the Company, if requested, will indemnify such underwriters, their
officers and directors and each Person who controls such underwriters (within
the meaning of the Securities Act) to at least the same extent as provided above
with respect to the indemnification of the Holders.

      (b) In connection with any Registration Statement in which a Holder is
participating, each such Holder will furnish to the Company in writing such
information as the Company reasonably requests for use in connection with any
such Registration Statement or prospectus and will indemnify and hold harmless
the Company, its directors and officers, each other Person who controls the
Company (within the meaning of the Securities Act) and each underwriter (to the
extent required by such underwriter) against any losses, claims, damages,
expenses, liabilities (or actions or proceedings, whether commenced or
threatened, in respect thereof), joint or several, to which the Company or any
such director or officer, any such underwriter or controlling person may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages, liabilities, actions or proceedings arise out of or are based upon (i)
any untrue or alleged untrue statement of material fact contained in the
Registration Statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto or in any application or (ii) any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, but only to the extent that such
untrue statement or omission is made in such Registration Statement, any such
prospectus or preliminary prospectus or any amendment or supplement thereto, or
in any application, in reliance upon and in conformity with written information
prepared and furnished to the Company by such Holder expressly for use therein,
and such Holder will reimburse the Company and each such director, officer,
underwriter and controlling Person for any legal or any other expenses actually
and reasonably incurred by them in connection with investigating, defending or
settling any such loss, claim, liability, action or proceeding; provided, that
the obligation to indemnify and hold harmless will be individual and several to
each Holder and will be limited to the amount of net proceeds received by such
Holder from the sale of Registrable Securities pursuant to such Registration
Statement.

                                       13

<PAGE>

      (c) Any Person entitled to indemnification hereunder will (i) give prompt
written notice to the indemnifying party of any claim with respect to which it
seeks indemnification and (ii) unless in such indemnified party's reasonable
judgment a conflict of interest between such indemnified and indemnifying
parties may exist with respect to such claim, permit such indemnifying party to
assume the defense of such claim with counsel reasonably satisfactory to the
indemnified party. If such defense is assumed, the indemnifying party will not
be subject to any liability for any settlement made by the indemnified party
without its prior written consent (but such consent will not be unreasonably
withheld). An indemnifying party who is not entitled to, or elects not to,
assume the defense of a claim will not be obligated to pay the fees and expenses
of more than one counsel for all parties indemnified by such indemnifying party
with respect to such claim, unless in the reasonable judgment of any indemnified
party a conflict of interest may exist between such indemnified party and any
other of such indemnified parties with respect to such claim. Failure to give
prompt written notice shall not release the indemnifying party from its
obligations hereunder except to the extent that such indemnifying party is
materially prejudiced as a result of such failure to give notice.

      (d) The indemnification provided for under this Agreement will remain in
full force and effect regardless of any investigation made by or on behalf of
the indemnified party or any officer, director or controlling Person of such
indemnified party and will survive the registration and sale of any securities
by any Person entitled to any indemnification hereunder and the expiration or
termination of this Agreement.

      (e) If the indemnification provided for in this Section 5 is held by a
court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, liability, claim, damage or expense referred to herein,
then the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, will contribute to the amount paid or payable by such indemnified
party as a result of such loss, liability, claim, damage or expense in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other hand in
connection with the statements or omissions which resulted in such loss,
liability, claim, damage or expense as well as any other relevant equitable
considerations. The relevant fault of the indemnifying party and the indemnified
party will be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission to state a
material fact relates to information supplied by the indemnifying party or by
the indemnified party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
Notwithstanding the foregoing, the amount any Holder will be obligated to
contribute pursuant to this Section 5(e) will be limited to an amount equal to
the net proceeds to such Holder of the Registrable Securities sold pursuant to
the registration statement which gives rise to such obligation to contribute
(less the aggregate amount of any damages which the Holder has otherwise been
required to pay in respect of such loss,

                                       14

<PAGE>

claim, damage, expense, liability or action or any substantially similar loss,
claim, damage, expense, liability or action arising from the sale of such
Registrable Securities).

      6. Participation in Underwritten Registrations.

      (a) No Holder may participate in any registration hereunder that is
underwritten unless such Holder (i) agrees to sell its Registrable Securities on
the basis provided in any underwriting arrangements approved by the Person or
Persons entitled hereunder to approve such arrangements (including, without
limitation, pursuant to the terms of any over-allotment or "green shoe" option
requested by the managing underwriter(s); provided, that no Holder will be
required to sell more than the number of Registrable Securities that such Holder
has requested the Company to include in any registration), (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements, and (iii) cooperates with the Company's reasonable
requests in connection with such registration or qualification (it being
understood that the Company's failure to perform its obligations hereunder,
which failure is caused by such Holder's failure to cooperate, will not
constitute a breach by the Company of this Agreement). Notwithstanding the
foregoing, no Holder will be required to agree to any indemnification
obligations on the part of such Holder that are materially greater than its
obligations pursuant to Section 6(b).

      (b) Each Holder that is participating in any registration hereunder agrees
that, upon receipt of any notice from the Company of the happening of any event
of the kind described in subsection 3(f) above, such Holder will forthwith
discontinue the disposition of its Registrable Securities pursuant to the
Registration Statement until such Holder receives copies of a supplemented or
amended prospectus as contemplated by such Section 3(f). In the event the
Company gives any such notice, the applicable time period during which a
Registration Statement is to remain effective will be extended by the number of
days during the period from and including the date of the giving of such notice
pursuant to this Section 6(b) to and including the date when each Holder of a
Registrable Security being sold and covered by such Registration Statement will
have received the copies of the supplemented or amended prospectus contemplated
by Section 3(f).

      7. Rule 144 and 144A Reporting.

      (a) With a view to making available the benefits of certain rules and
regulations of the SEC which may permit the sale of restricted securities to the
public without registration, the Company agrees to:

            (i) make and keep public information available as those terms are
      understood and defined in Rule 144 under the Securities Act, and

                                       15

<PAGE>

            (ii) file with the SEC in a timely manner all reports and other
      documents required of the Company under the Securities Act and the
      Exchange Act at any time after it has become subject to such reporting
      requirements.

      (b) For purposes of facilitating sales pursuant to Rule 144A, so long as
the Company is not subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act, each Holder and any prospective purchaser of such Holder's
securities will have the right to obtain from the Company, upon request of the
Holder prior to the time of sale, a copy of the most recent annual or quarterly
report of the Company, and such other reports and documents so filed as such
Holder or prospective purchaser may reasonably request in availing itself of any
rule or regulation of the SEC allowing such Holder to sell any such securities
without registration, including the Company's most recent quarterly balance
sheet and profit and loss and retained earnings statements, and similar
financial statements for the two preceding fiscal years (the financial
statements to be audited to the extent reasonably available).

      (c) Upon the request of any Holder, the Company will deliver to such
Holder a written statement as to whether it has complied with the foregoing
information requirements.

      8. Lock Up Agreements. In consideration for the Company agreeing to its
obligations under this Agreement, each Holder agrees in connection with any
registration of the Company's securities (whether or not such Holder is
participating in such registration) upon the request of the Company and the
underwriters managing any underwritten offering of the Company's securities, not
to effect (other than pursuant to such registration) any public sale or
distribution of Registrable Securities, including, but not limited to, any sale
pursuant to Rule 144 or Rule 144A, or make any short sale of, loan, grant any
option for the purchase of, or otherwise dispose of any Registrable Securities,
any other equity securities of the Company or any securities convertible into or
exchangeable or exercisable for any equity securities of the Company without the
prior written consent of the Company or such underwriters, as the case may be,
for such period of time (not to exceed 90 days) beginning on the effective date
of such registration as the Company and the underwriters may specify; provided,
that nothing herein will prevent any Holder that is a partnership or corporation
from making a distribution of Registrable Securities to the partners or
shareholders thereof that is otherwise in compliance with applicable securities
laws, so long as such distributees agree to be so bound. The Company agrees to
use its reasonable best efforts to work with the underwriters to limit any
lock-up period under this Section 8 to the minimum number of days that the
underwriters consider advisable.

      9. Term. This Agreement will be effective as of the date hereof and will
continue in effect thereafter until the earliest of (a) its termination by the
consent of the Required Holders and each of the Requesting  Holders (but only if
such Requesting

                                       16

<PAGE>

Holder, as the case may be, holds any Registrable Securities at
such time) or, in each case, their respective successors in interest, (b) the
date on which no Registrable Securities remain outstanding and (c) the
dissolution, liquidation or winding up of the Company.

      10. Defined Terms. Capitalized terms when used in this Agreement have the
following meanings:

      "Business Day" means any day, except a Saturday, Sunday or legal holiday
      on which banking institutions in The City of New York are authorized or
      obligated to close.

      "Full Cooperation" means, in connection with any underwritten offering,
      where, in addition to the cooperation otherwise required by this
      Agreement, (a) members of senior management of the Company (including the
      chief executive officer and chief financial officer) reasonably cooperate
      with the underwriter(s) in connection therewith and make themselves
      reasonably available to participate in "road-shows" and other customary
      marketing activities in such locations (domestic and foreign) as
      reasonably recommended by the underwriter(s) (including one-on-one
      meetings with prospective purchasers of the Registrable Securities) and
      (b) the Company prepares preliminary and final prospectuses for use in
      connection therewith containing such additional information as reasonably
      requested by the underwriter(s) (in additional to the minimum amount of
      information required by law, rule or regulation).

      "Fully Marketed Underwritten Offering" means an underwritten offering in
      which there is Full Cooperation.

      "Holder" means any holder of outstanding Registrable Securities who is a
      party to this Agreement or to whom the benefits of this Agreement have
      been validly assigned.

      "Person" means an individual, a partnership, a joint venture, a
      corporation, a limited liability company, a trust, an unincorporated
      organization or a government or department or agency thereof.

      "Register," "registered" and "registration" refers to a registration
      effected by preparing and filing a Registration Statement in compliance
      with the Securities Act, and the declaration or ordering of the
      effectiveness of such Registration Statement, and compliance with
      applicable state securities laws of such states in which Holders notify
      the Company of their intention to offer Registrable Securities.

                                       17

<PAGE>

      "Registrable Securities" means (i) any Ordinary Shares issued pursuant to
      the Merger, (ii) any Ordinary Shares issued pursuant to the
      Recapitalization Agreement, (iii) any Ordinary Shares issued upon
      exercise, exchange or conversion of any options, restricted stock units or
      other rights to acquire Ordinary Shares that are issued in connection with
      the Merger or the Recapitalization Agreement, or (iv) any equity
      securities issued or issuable with respect to the securities referred to
      in the foregoing clauses (i) through (iii) by way of conversion, exercise
      or exchange thereof or share dividend or share split or in connection with
      a combination of shares, recapitalization, reclassification, merger,
      amalgamation, arrangement, consolidation or other reorganization. As to
      any particular securities constituting Registrable Securities, such
      securities will cease to be Registrable Securities when (x) they have been
      effectively registered or qualified for sale by prospectus filed under the
      Securities Act and disposed of in accordance with the Registration
      Statement covering them or (y) they have been sold to the public through a
      broker, dealer or market maker pursuant to Rule 144 or Rule 145 or other
      exemption from registration under the Securities Act. For purposes of this
      Agreement, a Person will be deemed to be a holder of Registrable
      Securities whenever such Person has the right to acquire directly or
      indirectly such Registrable Securities (upon conversion, exercise or
      exchange in connection with a transfer of securities or otherwise, but
      disregarding any restrictions or limitations upon the exercise of such
      right), whether or not such acquisition has actually been effected.

      "Registration Expenses" has the meaning set forth in Section 4.

      "Registration Request" has the meaning set forth in Section 1(a).

      "Registration Statement" means the prospectus and other documents filed
      with the SEC to effect a registration under the Securities Act.

      "Required Holders" means Shareholders holding in the aggregate 50% or more
      of the outstanding Registrable Securities.

      "Rule 144" means Rule 144 under the Securities Act or any successor or
      similar rule as may be enacted by the SEC from time to time, as in effect
      from time to time.

      "Rule 144A" means Rule 144A under the Securities Act or any successor or
      similar rule as may be enacted by the SEC from time to time, as in effect
      from time to time.

      "Selling Expenses" means all underwriting discounts, selling commissions
      and transfer taxes applicable to the sale of Registrable Securities
      hereunder.

                                       18

<PAGE>

      11. Miscellaneous.

      (a) No Inconsistent Agreements. Subject to Section 1(f), the Company will
not hereafter enter into any agreement with respect to its securities that is
more favorable or is inconsistent or conflicts with or violates the rights
granted to the holders of Registrable Securities in this Agreement.

      (b) Adjustments Affecting Registrable Securities. The Company will not
take any action, or permit any change to occur, with respect to its securities
which would materially and adversely affect the ability of the holders of
Registrable Securities to include such Registrable Securities in a registration
or qualification for sale by prospectus undertaken pursuant to this Agreement or
which would adversely affect the marketability of such Registrable Securities in
any such registration or qualification (including, without limitation, effecting
a share split or a combination of shares).

      (c) Remedies. The parties hereto agree and acknowledge that money damages
may not be an adequate remedy for any breach of the provisions of this Agreement
and that any party hereto will have the right to equitable relief, including
specific performance and injunctive relief, in addition to all of its other
rights and remedies at law or in equity, to enforce the provisions of this
Agreement.

      (d) Amendments and Waivers. Except as otherwise provided herein, the
provisions of this Agreement may be amended or waived only upon the prior
written consent of the Company and the Required Holders; provided, that in the
event that such amendment or waiver would treat a Holder or group of Holders in
a manner different from any other Holders, then such amendment or waiver will
require the consent of such Holder or the Holders of a majority of the
Registrable Securities of such group adversely treated.

      (e) Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
permitted assigns; provided, that a Holder may not assign or otherwise transfer
its rights or obligations under this Agreement to any other Person without the
prior written consent of the Company.

      (f) Severability. Whenever possible, each provision of this Agreement will
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or the effectiveness or validity of any provision in any
other jurisdiction, and this Agreement will be reformed, construed and enforced
in such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained herein.

                                       19

<PAGE>

      (g) Counterparts. This Agreement may be executed simultaneously in two or
more counterparts, any one of which need not contain the signatures of more than
one party, but all such counterparts taken together will constitute one and the
same Agreement.

      (h) Descriptive Headings. The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.

      (i) Governing Law. This Agreement and the rights and duties of the parties
hereto hereunder shall be governed by and construed in accordance with laws of
the State of New York, without giving effect to its principles or rules of
conflict of laws to the extent such principles or rules are not mandatorily
applicable by statute and would require or permit the application of the laws of
another jurisdiction.

      Any suit, action or proceeding seeking to enforce any provision of, or
based on any matter arising out of or in connection with, this Agreement or the
transactions contemplated hereby may be brought in any federal or state court
located in the County and State of New York, and each of the parties hereby
consents to the jurisdiction of such courts (and of the appropriate appellate
courts therefrom) in any such suit, action or proceeding and irrevocably waives,
to the fullest extent permitted by law, any objection which it may now or
hereinafter have to the laying of the venue of any such suit, action or
proceeding which is brought in any such court has been brought in an
inconvenient forum. Process in any such suit, action or proceeding may be served
on any party anywhere in the world, whether within or without the jurisdiction
of any such court. Without limiting the foregoing, each party agrees that
service of process on such party as provided in Section 12(l) shall be deemed
effective service of process on such party.

      EACH OF THE PARTIES HERETO HERBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

      (j) Further Assurances. Each of the parties hereto shall execute such
documents and other papers and perform such further acts as may be reasonably
required or advisable to carry out the provisions of this Agreement and the
transactions contemplated hereby.

      (k) Organizational Documents. Notwithstanding anything to the contrary
herein, all applicable provisions of the Company's Bye-Laws and Memorandum of
Association (the "Organizational Documents") shall apply to this Agreement and
any actions taken hereunder as if set forth herein, and any conflict between the
Organizational

                                       20

<PAGE>

Documents and this Agreement shall be resolved in favor of the provisions of the
Organizational Documents. The Company shall not amend or restate the
Organizational Documents at any time in a manner that would conflict in any
material respect with this Agreement, except to the extent required by
applicable law. If any conflict between this Agreement and the Organizational
Documents interferes in any material respect with the exercise of any
Registration Request or other right or remedy hereunder, the Company shall use
its reasonable best efforts to facilitate the exercise of such Registration
Request or other right or remedy without conflict with the Organizational
Documents.

      (l) Notices. All notices, demands or other communications to be given or
delivered under or by reason of the provisions of this Agreement will be in
writing and will be to the Company and the Shareholders in the manner set forth
in the Recapitalization Agreement at the addresses set forth in the
Recapitalization Agreement and on the Schedule of Shareholders attached hereto
(or at such other address or telecopy number as a party may designate to the
other parties).

      (m) Entire Agreement. This Agreement together with the Organizational
Documents contains the entire agreement among the parties hereto with respect to
the subject matter hereof and supersedes and replaces all other prior
agreements, written or oral, among the parties hereto with respect to the
subject matter hereof.

      (n) No Waivers. No failure or delay by any party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof nor shall any
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law.

               [Remainder of this page left intentionally blank.]

                                       21

<PAGE>

      IN WITNESS WHEREOF, the undersigned have set their hands and seals as of
the above date.

                                       CASTLEWOOD HOLDINGS LIMITED

                                       By: /s/ Richard J. Harris 
                                           -------------------------------------
                                           Name: Richard J. Harris
                                           Title: Chief Financial Officer

                                       J. CHRISTOPHER FLOWERS
                                        
                                       /s/ J. Christopher Flowers
                                       -----------------------------------------

                                       John J. Oros

                                       /s/ John J. Oros
                                       -----------------------------------------

                                       Nimrod T. Frazer

                                       /s/ Nimrod T. Frazer
                                       -----------------------------------------

                                       TRIDENT II, L.P.

                                       By: Trident Capital II, L.P.
                                       Its sole general partner

                                       By: DW Trident GP, LLC, a general partner

                                       By: /s/ David Wermuth
                                           -------------------------------------
                                       Name: David Wermuth
                                       Title: Member

                                       22

<PAGE>

                                        MARSH & McLENNAN CAPITAL
                                        PROFESSIONALS FUND, L.P.

                                        By: Stone Point Capital LLC, as manager

                                        By: /s/ David Wermuth
                                            ------------------------------------
                                        Name: David Wermuth
                                        Title: Principal 

                                        MARSH & McLENNAN EMPLOYEES'
                                        SECURITIES COMPANY, L.P.

                                        By: Marsh & McLennan GP I, Inc.
                                        Its sole general partner

                                        By: Stone Point Capital LLC, its
                                        attorney-in-fact

                                        By: /s/ David Wermuth
                                            ------------------------------------
                                        Name: David Wermuth
                                        Title: Member

                                        DOMINIC F. SILVESTER

                                        /s/ Dominic F. Silvester
                                        ----------------------------------------

                                        PAUL J. O'SHEA

                                        /s/ Paul J. O'Shea
                                        ----------------------------------------
                                        
                                        NICHOLAS A. PACKER

                                        /s/ Nicholas A. Packer
                                        ----------------------------------------

                                        T. WHIT ARMSTRONG

                                        /s/ T. Whit Armstrong
                                        ----------------------------------------

                                       23

<PAGE>

                                        T. WAYNE DAVIS

                                        /s/ T. Wayne Davis
                                        ----------------------------------------

                                        GREGORY L. CURL

                                        /s/ Gregory L. Curl
                                        ----------------------------------------

                                        PAUL J. COLLINS

                                        /s/ Paul J. Collins
                                        ----------------------------------------

                                        The COMMON SEAL of R&H TRUST
                                        CO. (BVI) LTD., as trustee of THE
                                        RIGHT TRUST was hereunto affixed
                                         in the presence of

                                        By: /s/ Edith Steel / Kenneth Morgan
                                            ------------------------------------
                                        Name: Edith Steel and Kenneth Morgan 
                                        Title: Directors

                                        The COMMON SEAL of R&H TRUST CO.
                                        (NZ) LIMITED, as trustee of THE
                                        LEFT TRUST was hereunto affixed
                                         in the presence of

                                        By: /s/ BMR Smith 
                                            ------------------------------------
                                        Name: BMR Smith     
                                        Title: Director

                                        The COMMON SEAL of R&H
                                        TRUST CO. (BVI) LTD., as trustee
                                        of THE ELBOW TRUST was hereunto
                                        affixed in the presence of

                                       24

<PAGE>

                                        By: /s/ Edith Steel / Kenneth Morgan
                                            ----------------------------------- 
                                        Name: Edith Steel and Kenneth Morgan
                                        Title: Directors

                                        The COMMON SEAL of R&H
                                        TRUST CO. (BVI) LTD., as trustee of
                                        THE HOVE TRUST was hereunto affixed
                                        in the presence of

                                        By: /s/ Edith Steel / Kenneth Morgan
                                            ----------------------------------- 
                                        Name: Edith Steel and Kenneth Morgan
                                        Title: Directors

                                        STEVE ALDOUS

                                        /s/ Steve Aldous
                                        ----------------------------------------

                                        ANDY BROADBENT

                                        /s/ Andy Broadbent
                                        ----------------------------------------

                                        STEVE GIVEN

                                        /s/ Steve Given
                                        ----------------------------------------

                                        DAVID GRISLEY

                                        /s/ David Grisley
                                        ----------------------------------------

                                       25

<PAGE>

                                        DAVID HACKETT

                                        /s/ David Hackett
                                        ----------------------------------------

                                        RICHARD HARRIS

                                        /s/ Richard Harris
                                        ----------------------------------------

                                       26

<PAGE>

                                        TIM HOUSTON

                                        /s/ Tim Houston
                                        ----------------------------------------

                                        ADRIAN KIMBERLEY

                                        /s/ Adrian Kimberley
                                        ----------------------------------------

                                        STEVE NORRINGTON

                                        /s/ Steve Norrington
                                        ----------------------------------------

                                        DAVID ROCKE

                                        /s/ David Rocke
                                        ----------------------------------------

                                        DUNCAN SCOTT

                                        /s/ Duncan Scott
                                        ----------------------------------------

                                        ALAN TURNER

                                        /s/ Alan Turner
                                        ----------------------------------------

                                       27

<PAGE>

                                        KARL WALL

                                        /s/ Karl Wall
                                        ----------------------------------------

                                        DUNCAN McLAUGHLIN

                                        /s/ Duncan McLaughlin
                                        ----------------------------------------

                                       28

<PAGE>

                                        DEREK REID


                                        /s/ Derek Reid
                                        ----------------------------------------


                                        IAN BIRCH


                                        /s/ Ian Birch
                                        ----------------------------------------


                                        IAN MILLAR


                                        /s/ Ian Millar
                                        ----------------------------------------


                                        JAMES LINFORD


                                        /s/ James Linford
                                        ----------------------------------------


                                        JONATHAN ZISARUK


                                        /s/ Jonathan Zisaruk
                                        ----------------------------------------


                                        KENNY McMANUS


                                        /s/ Kenny McManus
                                        ----------------------------------------


                                        LEE BARSON


                                        /s/ Lee Barson
                                        ----------------------------------------


<PAGE>

                                        ELIZABETH DASILVA


                                        /s/ Elizabeth Dasilva
                                        ----------------------------------------


                                        MARTIN WYNN


                                        /s/ Martin Wynn
                                        ----------------------------------------


                                        MICHAEL SMELLIE


                                        /s/ Michael Smellie
                                        ----------------------------------------


                                        NICOLAS SLATER


                                        /s/ Nicolas Slater
                                        ----------------------------------------


                                        NICK BRIGGS


                                        /s/ Nick Briggs
                                        ----------------------------------------


                                        ORLA GREGORY


                                        /s/ Orla Gregory
                                        ----------------------------------------


                                        C. PAUL THOMAS


                                        /s/ C. Paul Thomas
                                        ----------------------------------------


<PAGE>

                                        PHIL HERNON


                                        /s/ Phil Hernon
                                        ----------------------------------------


                                        SIMON LOUGHNANE


                                        /s/ Simon Loughnane
                                        ----------------------------------------


                                        STEVE WESTERN


                                        /s/ Steve Western
                                        ----------------------------------------


                                        TOM NICHOLS


                                        /s/ Tom Nichols
                                        ----------------------------------------


                                        VIVEK JAIN


                                        /s/ Vivek Jain
                                        ----------------------------------------


                                        DARREN TRUMAN


                                        /s/ Darren Truman
                                        ----------------------------------------


                                        DAVID ATKINS


                                        /s/ David Atkins
                                        ----------------------------------------

<PAGE>

                            Schedule of Shareholders


<TABLE>
<CAPTION>
Name                                                 Address and Telecopy Number
----                                                 ---------------------------
<S>                                                  <C>
J. Christopher Flowers

John J. Oros

Nimrod T. Frazer

T. Whit Armstrong

T. Wayne Davis

Gregory L. Curl

Paul J. Collins

Trident II, L.P.

Marsh & McLennan Capital 
Professionals Fund, L.P.

Marsh & McLennan Employees' Securities
Company, L.P.

Dominic F. Silvester

R&H Trust Co. (BVI) Ltd., as trustee of 
The Right Trust

R&H Trust Co. (NZ) Limited, as trustee of 
The Left Trust

R&H Trust Co. (BVI) Ltd., as trustee of 
The Elbow Trust

R&H Trust Co. (BVI) Ltd., as trustee of
The Hove Trust

Richard Harris
</TABLE>


<PAGE>


<TABLE>
<S>                                                  <C>
Adrian Kimberley

Andy Broadbent

Duncan Scott

Tim Houston

David Rocke

Alan Turner

David Grisley

David Hackett

Steve Aldous

Steve Given

Steve Norrington

Karl Wall

Duncan McLaughlin 

Derek Reid

Ian Birch

Ian Millar

James Linford

Jonathan Zisaruk

Kenny McManus

Lee Barson

Elizabeth Dasilva

Martin Wynn
</TABLE>



                                        2

<PAGE>


<TABLE>
<S>                                                  <C>
Michael Smellie

Nicolas Slater

Nick Briggs

Orla Gregory

C. Paul Thomas

Phil Hernon

Simon Loughnane

Steve Western

Tom Nichols

Vivek Jain

Darren Truman

David Atkins
</TABLE>



                                        3

<PAGE>

                                                                    EXHIBIT 10.2

                            INDEMNIFICATION AGREEMENT

      THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made as of January 31,
2007, between ENSTAR GROUP LIMITED (formerly known as Castlewood Holdings
Limited), a company organized under the laws of Bermuda (the "Company"), and
DOMINIC F. SILVESTER ("Indemnitee").

                                     RECITAL

      The Second Amended and Restated Bye-Laws of the Company, as may be amended
from time to time (the "Bye-Laws") contain provisions indemnifying the Company's
directors and officers with respect to certain liabilities and expenses.
Indemnitee is currently serving as a director of the Company's Board of
Directors (the "Board"), and the Board has determined that it is in the best
interests of the shareholders of the Company for the Company to provide
Indemnitee with additional assurance of protection against personal liability
pursuant to and in furtherance of the Bye-Laws, as provided in this Agreement.

                                    AGREEMENT

      NOW, THEREFORE, in consideration of the foregoing recital and of other
good and valuable consideration, the receipt and sufficiency of which is
acknowledged, the parties, intending to be legally bound, agree as follows:

      1. Indemnification.

           (a) The Company shall hold harmless and indemnify and reimburse

Indemnitee against all liabilities, costs, expenses (including without
limitation, investigation expenses and expert witnesses' and attorneys' fees),
judgments, penalties, fines, excise taxes, interest and amounts paid or to be
paid in settlement in connection with any threatened, pending or completed
action, suit, arbitration, alternate dispute resolution mechanism,
investigation, administrative hearing, or proceeding (collectively, a
"Proceeding"), in which Indemnitee was or is a party or a witness, or is
threatened to be made a party or a witness, including without limitation,
actions by or in the right of the Company, whether civil, criminal,
administrative, regulatory or investigative, by reason that, either before or
after the date hereof, Indemnitee is or was a director, officer, employee,
agent, fiduciary, or other representative of the Company, or is or was serving
while a director, officer, employee, agent, fiduciary, or other representative
of the Company at the request of the Company as a director, officer, employee,
agent, fiduciary, or other representative of another corporation (for profit or
not-for-profit), limited liability company, partnership, joint venture, trust,
employee benefit plan or other entity or enterprise ("Indemnified Position").
Notwithstanding anything to the contrary set forth in this Agreement, the term
"Proceeding" shall not include any action or proceeding commenced by Indemnitee,
other than (i) mandatory counterclaims, (ii) affirmative defenses, (iii) as
permitted by the Company and (iv) actions or proceedings to enforce the terms of
this Agreement.

           (b) If Indemnitee is entitled under this Agreement to indemnification
by the Company for a portion of the Indemnified Amounts (defined below) but not
for the total


<PAGE>

 amount thereof, the Company shall nevertheless
indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

            (c) The Company shall not settle any Proceeding in any manner which
would impose any penalty or limitation of any kind or nature on Indemnitee
without Indemnitee's prior written consent.

      2. Limitations on Indemnification. Notwithstanding any other provision of
this Agreement, Indemnitee shall not be entitled to indemnification under
Section 1:

            (a) if the claim, obligation or liability with respect to which
indemnity is sought shall have been determined by a court of competent
jurisdiction, by a final, nonappealable judgment or decree, to have resulted
from Indemnitee's fraud or dishonesty;

            (b) if a court of competent jurisdiction shall determine, by a
final, nonappealable judgment or decree, that such indemnity is prohibited under
applicable law;

            (c) on account of any suit in which judgment is rendered for an
accounting of profits made from the purchase or sale by Indemnitee of securities
of the Company in violation of the provisions of Section 16(b) of the Securities
Exchange Act of 1934, as amended, and amendments thereto or similar provisions
of any U.S. federal or state statutory law or any Bermuda statutory law; or

            (d) on account of any suit brought against Indemnitee for misuse or
misappropriation of non-public information, or otherwise involving Indemnitee's
status as an "insider" of the Company, in connection with any purchase or sale
by Indemnitee of securities of the Company, and judgment is rendered against
Indemnitee in such suit.

      3. Other Indemnification Arrangements. The Company's purchase,
establishment and maintenance of insurance or similar protection or other
arrangements, including, but not limited to, the Bye-Laws, providing a trust
fund, letter of credit or surety bond (collectively, "Indemnification
Arrangements") on behalf of Indemnitee against any liability asserted against
him or her or incurred by or on his or her behalf in his or her Indemnified
Position, whether or not the Company would have the power to indemnify him or
her against such liability under the provisions of this Agreement or under
applicable law, shall not in any way limit or affect the rights and obligations
of the Company or of Indemnitee under this Agreement, and the execution and
delivery of this Agreement by the Company and Indemnitee shall not in any way
limit or affect the rights and obligations of the Company or the other party or
parties thereto under any Indemnification Arrangement. All amounts payable by
the Company pursuant to this Section 3 or Section 1 are referred to as
"Indemnified Amounts."

      4. Advance Payment of Indemnified Amounts.

            (a) Subject to Section 4(b), Indemnitee hereby is granted the right
to receive in advance of a final, nonappealable judgment or other final,
nonappealable adjudication of a Proceeding the amount of any and all expenses,
including, without limitation, attorney's

                                     - 2 -

<PAGE>

fees, expended or incurred by Indemnitee in connection with any Proceeding (such
amounts so expended or incurred, "Advanced Amounts").

            (b) In making any request for Advanced Amounts, Indemnitee shall
submit to the Company an undertaking by or on behalf of Indemnitee to repay the
Advanced Amounts if it shall ultimately be determined in a final, nonappealable
judgment or decree that he or she is not entitled to be indemnified by the
Company. The undertaking shall be in the form attached hereto as Exhibit A. The
Company shall pay to Indemnitee without the need for action by the Board
Advanced Amounts within five days of its receipt of appropriate documentation
and information evidencing the Advanced Amounts provided that Indemnitee has
previously provided the Company with the undertaking required to be provided by
Indemnitee pursuant to this Section 4(b).

      5. Procedure for Payment of Indemnified Amounts.

            (a) To obtain indemnification under this Agreement, Indemnitee shall
submit to the Company a written request for payment of the appropriate
Indemnified Amounts, with such documentation and information to accompany such
request as is reasonably available to Indemnitee and reasonably necessary for
the Company to determine whether and to what extent Indemnitee is entitled to
indemnification.

            (b) The Company shall pay Indemnitee the Indemnified Amounts unless
it is established that Indemnitee has not met any applicable standard of conduct
required in this Agreement or applicable law. For purposes of determining
whether Indemnitee is entitled to Indemnified Amounts, in order to deny
indemnification to Indemnitee, the Company shall have the burden of proof in
establishing that Indemnitee did not meet the applicable standard of conduct
required to qualify for indemnification. In this regard, a termination of any
Proceeding by judgment, order, plea of nolo contendere, settlement or conviction
shall not create a presumption that Indemnitee did not meet the applicable
standard of conduct required to qualify for indemnification.

            (c) Any determination that Indemnitee has not met the applicable
standard of conduct required to qualify for indemnification shall be made either
(i) by the Board by a unanimous vote of all directors who were not parties to
the Proceeding or (ii) by independent legal counsel (who may be the outside
counsel regularly employed by the Company, so long as it has not advised any
party in the subject matter of the Proceeding or the Proceeding itself) approved
in advance in writing by both the highest ranking executive officer of the
Company who is not party to the Proceeding and by Indemnitee. The fees and
expenses of counsel in connection with making the determination contemplated
hereunder shall be paid by the Company, and, if requested by such counsel, the
Company shall give such counsel an appropriate written agreement with respect to
the payment of their fees and expenses and such other matters as may be
reasonably requested by such counsel.

            (d) The Company shall use its best efforts to conclude as soon as
practicable (but in no event later than 60 days from the date of Indemnitee's
request for indemnification pursuant to Section 5(a)) any requested
determination pursuant to Section 5(c) and shall promptly advise Indemnitee in
writing with respect to any determination that

                                     - 3 -

<PAGE>

Indemnitee is or is not entitled to indemnification, including a reasonably
detailed description of any reason or basis for which indemnification has been
denied. Payment of any applicable Indemnified Amounts shall be made to
Indemnitee within five days after any determination of Indemnitee's entitlement
to indemnification.

            (e) Notwithstanding the foregoing, at any time after 30 days after
Indemnitee's request for indemnification pursuant to Section 5(a) (or upon
receipt of written notice that a claim for Indemnified Amounts has been
rejected, if earlier), and before three years after a claim for Indemnified
Amounts has been delivered by Indemnitee to the Company, Indemnitee may petition
a court of competent jurisdiction to determine whether Indemnitee is entitled to
indemnification under the provisions of this Agreement, and such court shall
thereupon have the exclusive authority to make such determination unless and
until the court dismisses or otherwise terminates the action without having made
such determination. The court shall, as petitioned, make an independent
determination of whether Indemnitee is entitled to indemnification as provided
under this Agreement, irrespective of any prior determination made by the Board
or independent counsel and without being provided or having evidence or
testimony regarding any such prior determination. If the court determines that
Indemnitee is entitled to indemnification as to any claim, issue or matter
involved in the Proceeding with respect to which there has been no prior
determination pursuant to this Agreement or with respect to which there has been
a prior determination that Indemnitee was not entitled to indemnification
hereunder, the Company shall pay all expenses, including attorneys' fees,
actually incurred by Indemnitee in connection with obtaining such judicial
determination, as well as Indemnified Amounts relating thereto.

            (f) Nothing set forth in this Section 5 shall limit or affect the
timing or amount, or the right of Indemnitee to payment, of any Advanced Amounts
pursuant to Section 4.

      6. Agreement Not Exclusive: Subrogation Rights, etc.

            (a) This Agreement shall not be deemed exclusive of and shall not
diminish any other rights Indemnitee may have to be indemnified, insured or
otherwise protected against any liability, cost, expense (including, without
limitation, investigation expenses and expert witnesses and attorney's fees),
judgment, penalty, fine, excise tax, interest or amount paid or to be paid in
settlement by the Company, any subsidiary of the Company, or any other person or
entity under any memorandum of association, charter, bylaw, law, agreement,
policy of insurance or similar protection, vote of shareholders or directors,
disinterested or not, or otherwise, whether or not now in effect, both as to
actions in Indemnitee's official capacity with the Company, and as to actions in
another capacity while holding such office, including Indemnitee's right to
contribution as may be available under applicable law. The Company's obligations
to make payments of Indemnified Amounts hereunder shall be satisfied to the
extent that payments with respect to the same Proceeding (or part thereof) have
been made to or for the benefit of Indemnitee by reason of the indemnification
of Indemnitee pursuant to any other arrangement made by the Company for the
benefit of Indemnitee.

            (b) If Indemnitee shall actually receive payment from any insurance
carrier or from the plaintiff in any Proceeding against Indemnitee in respect of
Indemnified Amounts after payments on account of all or part of such Indemnified
Amounts have been made

                                     - 4 -

<PAGE>

by the Company pursuant hereto, Indemnitee shall promptly reimburse to the
Company the amount, if any, by which the sum of such payment by such insurance
carrier or such plaintiff and payments by the Company or pursuant to
arrangements made by the Company to Indemnitee exceeds such Indemnified Amounts.
Portions, if any, of insurance proceeds that are required to be reimbursed to
the insurance carrier under the terms of its insurance policy, such as
deductible or co-insurance payments, shall not be deemed to be payments to
Indemnitee hereunder. In addition, upon payment of Indemnified Amounts
hereunder, the Company shall be subrogated to the rights of Indemnitee receiving
such payments (to the extent thereof) against any insurance carrier (to the
extent permitted under such insurance policies) or plaintiff in respect of such
Indemnified Amounts and Indemnitee shall execute and deliver any and all
instruments and documents and perform any and all other acts or deeds that the
Company deems reasonably necessary or advisable to secure such rights; provided
that the Company reimburses Indemnitee for any costs, expenses or liabilities
incurred by it in providing such cooperation. Such right of subrogation shall be
terminated upon receipt by the Company of the amount to be reimbursed by
Indemnitee pursuant to the first sentence of this Section 6(b).

      7. Additional Indemnification Rights. Notwithstanding any other provision
of this Agreement, the Company hereby agrees to indemnify Indemnitee to the
fullest extent permitted by applicable law, notwithstanding that such
indemnification may not be specifically authorized by the other provisions of
this Agreement, the Bye-Laws or by statute. If there is any change, after the
date of this Agreement, in any applicable law, statute or rule, whether by case
law or otherwise, that expands the right of a Bermuda company to indemnify a
member of its board of directors, such changes shall be, ipso facto, within the
purview of Indemnitee's rights and Company's obligations, under this Agreement.
If there is any change in any applicable law, statute or rule that narrows the
right of a Bermuda company to indemnify a member of its board of directors, such
changes, to the extent not otherwise mandatorily required by such law, statute
or rule to be applied to this Agreement, shall have no effect on this Agreement
or the parties, rights and obligations hereunder.

      8. Insurance.

            (a) If the Company maintains directors and officers liability
insurance to protect itself and any of its directors or officers against any
expense, liability or loss, and such insurance may cover Indemnitee, such
insurance shall cover Indemnitee to at least the same extent as any other
director or officer of the Company. If at any point (i) such insurance ceases to
cover acts and omissions occurring during all or any part of the period of
Indemnitee's Indemnified Position or (ii) neither the Company nor any of its
subsidiaries maintains any such insurance, the Company shall ensure that
Indemnitee is covered, for at least six years (or such shorter period as is
available on commercially reasonable terms) from such point, by other directors
and officers liability insurance, in amounts and on terms (including the period
of Indemnitee's Indemnified Position) no less favorable (or such other
commercially reasonable amounts and terms as are available) to Indemnitee than
the amounts and terms of the liability insurance maintained by the Company on
the date hereof, provided that such insurance is available on commercially
reasonable terms.

            (b) The Company shall give prompt notice of the commencement of a
Proceeding to the insurers in accordance with the procedures set forth in the
respective policies.

                                     - 5 -

<PAGE>

The Company shall thereafter take reasonable action to cause such insurers to
pay, on behalf of the Indemnitee, all amounts payable as a result of such
Proceeding in accordance with the terms of such policies.

      9. Severability. Each of the provisions of this Agreement is a separate
and distinct agreement and independent of the others, so that if any provisions
hereof shall be held to be invalid or unenforceable for any reason or under any
circumstances, such invalidity or unenforceability shall not affect the validity
or enforceability of the other provisions hereof or the application of the
invalid or unenforceable provision under other circumstances. Furthermore, to
the fullest extent possible, the provisions of this Agreement (including,
without limitation, each portion of this Agreement containing any provision held
to be invalid, void or otherwise unenforceable, that is not itself invalid, void
or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.

      10. Further Assurances. The parties shall do, execute and deliver, or
shall cause to be done, executed and delivered, all such further acts, documents
and things as may be reasonably required for the purpose of giving effect to
this Agreement and the transactions contemplated hereby.

      11. Successors; Binding Agreement; No Third Party Beneficiaries. This
Agreement shall be binding on and shall inure to the benefit of and be
enforceable by the Company's successors and assigns and by Indemnitee's personal
or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. Except for the foregoing persons and
entities, nothing in this Agreement, express or implied, is intended to or shall
be deemed to confer upon any person or entity other than the parties hereto any
rights or remedies under or by reason of this Agreement or any provision of this
Agreement. The Company shall require any successor or assignee (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company, by written agreement
in form and substance reasonably satisfactory to the Company and to Indemnitee,
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform if no such
succession or assignment had taken place.

      12. Counterparts. This Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original (including facsimile signatures), but all such counterparts shall
together constitute one and the same instrument.

      13. Corporate Power and Authority; Due Authorization; Valid and Binding
Obligation. The Company represents and warrants that (a) it has the corporate
power and authority to execute, deliver and perform its obligations under this
Agreement, (b) this Agreement has been duly authorized, executed and delivered
by the Company, (c) upon the execution and delivery of this Agreement by the
Indemnitee, this Agreement will constitute a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, (d) the
execution, delivery and performance of its obligations under this Agreement by
the Company does not and will not breach, violate or cause a termination,
default or acceleration under its Memorandum of Association or Bye-Laws or any
agreement, document,

                                     - 6 -

<PAGE>

instrument, policy (insurance or otherwise), or arrangement to which it is a
party or is bound and (e) Indemnitee is relying upon this Agreement in serving
in an Indemnified Position.

      14. Specific Performance. It is specifically understood and agreed that
any breach or threatened breach of this Agreement by the Company will result in
irreparable injury to Indemnitee, that the remedy at law alone will be an
inadequate remedy for such breach or threatened breach and that, in addition to
any other remedy for such breach or threatened breach, the Indemnitee shall be
entitled to enforce the provisions of this Agreement through both temporary and
permanent injunctive relief, without the necessity of (a) proving actual
damages, but without limitation of the rights to recover such damages and (b)
posting a bond or other security.

      15. Miscellaneous. No provision of this Agreement may be modified, waived,
or discharged unless the modification, waiver or discharge is agreed to in
writing signed by Indemnitee and either the Chairman of the Board or the
President of the Company or another officer of the Company specifically
designated by the Board. No waiver by either party at any time of any breach by
the other party of, or of compliance with, any condition or provision of this
Agreement to be performed by the other party shall be deemed a waiver of similar
or dissimilar provisions or conditions at the same time or at any prior or
subsequent time. The assertion or employment of any right or remedy hereunder,
or otherwise, shall not prevent the concurrent assertion or employment of any
other right or remedy. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party that are not set forth expressly in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of Bermuda, without giving effect to the principles of conflict of
laws of that or any other jurisdiction. The headings in this Agreement are for
convenience only and shall not affect the interpretation of any provision of
this Agreement. All communications under this Agreement shall be in writing and
shall be deemed effectively given: (a) upon personal delivery to the party to be
notified; (b) when sent by confirmed facsimile if sent during normal business
hours of the recipient; (c) seven days after having been sent by registered or
certified mail, return receipt requested, postage prepaid; or (d) two days after
deposit with an internationally recognized overnight courier, specifying two day
or prior delivery, with written verification of receipt. All communications
under this Agreement to the (i) Company shall be sent to its principal place of
business to the attention of the Secretary and (ii) Indemnitee shall be sent to
his residential mailing address on file with the Company.

            (The remainder of this page is intentionally left blank.)

                                     - 7 -

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

                                      INDEMNITEE

                                      /s/ Dominic F. Silvester
                                      ------------------------------------------
                                      Name: Dominic F. Silvester

                                      ENSTAR GROUP LIMITED

                                      By: /s/ Richard J. Harris
                                          --------------------------------------
                                      Name: Richard J. Harris
                                      Title: Chief Financial Officer

                                     - 8 -

<PAGE>

                                                                       Exhibit A

                                     [Date]

[Company name and Address]

Ladies and Gentlemen:

      I have entered into an Indemnification Agreement, made as of January 31,
2007 (the "Indemnification Agreement"), with Enstar Group Limited (formerly
known as Castlewood Holdings Limited) (the "Company") pursuant to which I am
entitled to advancement of expenses. I understand that the entry into of this
undertaking is a condition to the Company's obligations to advance expenses
under the Indemnification Agreement.

      Please accept this letter as my undertaking to repay Advanced Amounts (as
defined in the Indemnification Agreement) if it shall ultimately be determined
in a final, nonappealable judgment or decree that I am not entitled to be
indemnified by the Company. I agree to repay any amounts to the Company within
fifteen business days of any demand therefore pursuant to this undertaking.

      This undertaking shall survive any termination or rescission of the
Indemnification Agreement, unless agreed otherwise by the Company.

      The validity, interpretation, construction and performance of this
undertaking shall be governed by the laws of Bermuda, without giving effect to
the principles of conflict of laws of that or any other jurisdiction.

                                   Sincerely,

<PAGE>

                                                                    EXHIBIT 10.3

                            INDEMNIFICATION AGREEMENT

      THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made as of January 31,
2007, between ENSTAR GROUP LIMITED (formerly known as Castlewood Holdings
Limited), a company organized under the laws of Bermuda (the "Company"), and
PAUL J. O'SHEA ("Indemnitee").

                                     RECITAL

      The Second Amended and Restated Bye-Laws of the Company, as may be amended
from time to time (the "Bye-Laws") contain provisions indemnifying the Company's
directors and officers with respect to certain liabilities and expenses.
Indemnitee is currently serving as a director of the Company's Board of
Directors (the "Board"), and the Board has determined that it is in the best
interests of the shareholders of the Company for the Company to provide
Indemnitee with additional assurance of protection against personal liability
pursuant to and in furtherance of the Bye-Laws, as provided in this Agreement.

                                    AGREEMENT

      NOW, THEREFORE, in consideration of the foregoing recital and of other
good and valuable consideration, the receipt and sufficiency of which is
acknowledged, the parties, intending to be legally bound, agree as follows:

      1. Indemnification.

           (a) The Company shall hold harmless and indemnify and reimburse
Indemnitee
 against all liabilities, costs, expenses (including without
limitation, investigation expenses and expert witnesses' and attorneys' fees),
judgments, penalties, fines, excise taxes, interest and amounts paid or to be
paid in settlement in connection with any threatened, pending or completed
action, suit, arbitration, alternate dispute resolution mechanism,
investigation, administrative hearing, or proceeding (collectively, a
"Proceeding"), in which Indemnitee was or is a party or a witness, or is
threatened to be made a party or a witness, including without limitation,
actions by or in the right of the Company, whether civil, criminal,
administrative, regulatory or investigative, by reason that, either before or
after the date hereof, Indemnitee is or was a director, officer, employee,
agent, fiduciary, or other representative of the Company, or is or was serving
while a director, officer, employee, agent, fiduciary, or other representative
of the Company at the request of the Company as a director, officer, employee,
agent, fiduciary, or other representative of another corporation (for profit or
not-for-profit), limited liability company, partnership, joint venture, trust,
employee benefit plan or other entity or enterprise ("Indemnified Position").
Notwithstanding anything to the contrary set forth in this Agreement, the term
"Proceeding" shall not include any action or proceeding commenced by Indemnitee,
other than (i) mandatory counterclaims, (ii) affirmative defenses, (iii) as
permitted by the Company and (iv) actions or proceedings to enforce the terms of
this Agreement.

           (b) If Indemnitee is entitled under this Agreement to indemnification
by the Company for a portion of the Indemnified Amounts (defined below) but not
for the total


<PAGE>

 amount thereof, the Company shall nevertheless
indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

            (c) The Company shall not settle any Proceeding in any manner which
would impose any penalty or limitation of any kind or nature on Indemnitee
without Indemnitee's prior written consent.

      2. Limitations on Indemnification. Notwithstanding any other provision of
this Agreement, Indemnitee shall not be entitled to indemnification under
Section 1:

            (a) if the claim, obligation or liability with respect to which
indemnity is sought shall have been determined by a court of competent
jurisdiction, by a final, nonappealable judgment or decree, to have resulted
from Indemnitee's fraud or dishonesty;

            (b) if a court of competent jurisdiction shall determine, by a
final, nonappealable judgment or decree, that such indemnity is prohibited under
applicable law;

            (c) on account of any suit in which judgment is rendered for an
accounting of profits made from the purchase or sale by Indemnitee of securities
of the Company in violation of the provisions of Section 16(b) of the Securities
Exchange Act of 1934, as amended, and amendments thereto or similar provisions
of any U.S. federal or state statutory law or any Bermuda statutory law; or

            (d) on account of any suit brought against Indemnitee for misuse or
misappropriation of non-public information, or otherwise involving Indemnitee's
status as an "insider" of the Company, in connection with any purchase or sale
by Indemnitee of securities of the Company, and judgment is rendered against
Indemnitee in such suit.

      3. Other Indemnification Arrangements. The Company's purchase,
establishment and maintenance of insurance or similar protection or other
arrangements, including, but not limited to, the Bye-Laws, providing a trust
fund, letter of credit or surety bond (collectively, "Indemnification
Arrangements") on behalf of Indemnitee against any liability asserted against
him or her or incurred by or on his or her behalf in his or her Indemnified
Position, whether or not the Company would have the power to indemnify him or
her against such liability under the provisions of this Agreement or under
applicable law, shall not in any way limit or affect the rights and obligations
of the Company or of Indemnitee under this Agreement, and the execution and
delivery of this Agreement by the Company and Indemnitee shall not in any way
limit or affect the rights and obligations of the Company or the other party or
parties thereto under any Indemnification Arrangement. All amounts payable by
the Company pursuant to this Section 3 or Section 1 are referred to as
"Indemnified Amounts."

      4. Advance Payment of Indemnified Amounts.

            (a) Subject to Section 4(b), Indemnitee hereby is granted the right
to receive in advance of a final, nonappealable judgment or other final,
nonappealable adjudication of a Proceeding the amount of any and all expenses,
including, without limitation, attorney's

                                     - 2 -

<PAGE>

fees, expended or incurred by Indemnitee in connection with any Proceeding (such
amounts so expended or incurred, "Advanced Amounts").

            (b) In making any request for Advanced Amounts, Indemnitee shall
submit to the Company an undertaking by or on behalf of Indemnitee to repay the
Advanced Amounts if it shall ultimately be determined in a final, nonappealable
judgment or decree that he or she is not entitled to be indemnified by the
Company. The undertaking shall be in the form attached hereto as Exhibit A. The
Company shall pay to Indemnitee without the need for action by the Board
Advanced Amounts within five days of its receipt of appropriate documentation
and information evidencing the Advanced Amounts provided that Indemnitee has
previously provided the Company with the undertaking required to be provided by
Indemnitee pursuant to this Section 4(b).

      5. Procedure for Payment of Indemnified Amounts.

            (a) To obtain indemnification under this Agreement, Indemnitee shall
submit to the Company a written request for payment of the appropriate
Indemnified Amounts, with such documentation and information to accompany such
request as is reasonably available to Indemnitee and reasonably necessary for
the Company to determine whether and to what extent Indemnitee is entitled to
indemnification.

            (b) The Company shall pay Indemnitee the Indemnified Amounts unless
it is established that Indemnitee has not met any applicable standard of conduct
required in this Agreement or applicable law. For purposes of determining
whether Indemnitee is entitled to Indemnified Amounts, in order to deny
indemnification to Indemnitee, the Company shall have the burden of proof in
establishing that Indemnitee did not meet the applicable standard of conduct
required to qualify for indemnification. In this regard, a termination of any
Proceeding by judgment, order, plea of nolo contendere, settlement or conviction
shall not create a presumption that Indemnitee did not meet the applicable
standard of conduct required to qualify for indemnification.

            (c) Any determination that Indemnitee has not met the applicable
standard of conduct required to qualify for indemnification shall be made either
(i) by the Board by a unanimous vote of all directors who were not parties to
the Proceeding or (ii) by independent legal counsel (who may be the outside
counsel regularly employed by the Company, so long as it has not advised any
party in the subject matter of the Proceeding or the Proceeding itself) approved
in advance in writing by both the highest ranking executive officer of the
Company who is not party to the Proceeding and by Indemnitee. The fees and
expenses of counsel in connection with making the determination contemplated
hereunder shall be paid by the Company, and, if requested by such counsel, the
Company shall give such counsel an appropriate written agreement with respect to
the payment of their fees and expenses and such other matters as may be
reasonably requested by such counsel.

            (d) The Company shall use its best efforts to conclude as soon as
practicable (but in no event later than 60 days from the date of Indemnitee's
request for indemnification pursuant to Section 5(a)) any requested
determination pursuant to Section 5(c) and shall promptly advise Indemnitee in
writing with respect to any determination that

                                     - 3 -

<PAGE>

Indemnitee is or is not entitled to indemnification, including a reasonably
detailed description of any reason or basis for which indemnification has been
denied. Payment of any applicable Indemnified Amounts shall be made to
Indemnitee within five days after any determination of Indemnitee's entitlement
to indemnification.

            (e) Notwithstanding the foregoing, at any time after 30 days after
Indemnitee's request for indemnification pursuant to Section 5(a) (or upon
receipt of written notice that a claim for Indemnified Amounts has been
rejected, if earlier), and before three years after a claim for Indemnified
Amounts has been delivered by Indemnitee to the Company, Indemnitee may petition
a court of competent jurisdiction to determine whether Indemnitee is entitled to
indemnification under the provisions of this Agreement, and such court shall
thereupon have the exclusive authority to make such determination unless and
until the court dismisses or otherwise terminates the action without having made
such determination. The court shall, as petitioned, make an independent
determination of whether Indemnitee is entitled to indemnification as provided
under this Agreement, irrespective of any prior determination made by the Board
or independent counsel and without being provided or having evidence or
testimony regarding any such prior determination. If the court determines that
Indemnitee is entitled to indemnification as to any claim, issue or matter
involved in the Proceeding with respect to which there has been no prior
determination pursuant to this Agreement or with respect to which there has been
a prior determination that Indemnitee was not entitled to indemnification
hereunder, the Company shall pay all expenses, including attorneys' fees,
actually incurred by Indemnitee in connection with obtaining such judicial
determination, as well as Indemnified Amounts relating thereto.

            (f) Nothing set forth in this Section 5 shall limit or affect the
timing or amount, or the right of Indemnitee to payment, of any Advanced Amounts
pursuant to Section 4.

      6. Agreement Not Exclusive: Subrogation Rights, etc.

            (a) This Agreement shall not be deemed exclusive of and shall not
diminish any other rights Indemnitee may have to be indemnified, insured or
otherwise protected against any liability, cost, expense (including, without
limitation, investigation expenses and expert witnesses and attorney's fees),
judgment, penalty, fine, excise tax, interest or amount paid or to be paid in
settlement by the Company, any subsidiary of the Company, or any other person or
entity under any memorandum of association, charter, bylaw, law, agreement,
policy of insurance or similar protection, vote of shareholders or directors,
disinterested or not, or otherwise, whether or not now in effect, both as to
actions in Indemnitee's official capacity with the Company, and as to actions in
another capacity while holding such office, including Indemnitee's right to
contribution as may be available under applicable law. The Company's obligations
to make payments of Indemnified Amounts hereunder shall be satisfied to the
extent that payments with respect to the same Proceeding (or part thereof) have
been made to or for the benefit of Indemnitee by reason of the indemnification
of Indemnitee pursuant to any other arrangement made by the Company for the
benefit of Indemnitee.

            (b) If Indemnitee shall actually receive payment from any insurance
carrier or from the plaintiff in any Proceeding against Indemnitee in respect of
Indemnified Amounts after payments on account of all or part of such Indemnified
Amounts have been made

                                     - 4 -

<PAGE>

by the Company pursuant hereto, Indemnitee shall promptly reimburse to the
Company the amount, if any, by which the sum of such payment by such insurance
carrier or such plaintiff and payments by the Company or pursuant to
arrangements made by the Company to Indemnitee exceeds such Indemnified Amounts.
Portions, if any, of insurance proceeds that are required to be reimbursed to
the insurance carrier under the terms of its insurance policy, such as
deductible or co-insurance payments, shall not be deemed to be payments to
Indemnitee hereunder. In addition, upon payment of Indemnified Amounts
hereunder, the Company shall be subrogated to the rights of Indemnitee receiving
such payments (to the extent thereof) against any insurance carrier (to the
extent permitted under such insurance policies) or plaintiff in respect of such
Indemnified Amounts and Indemnitee shall execute and deliver any and all
instruments and documents and perform any and all other acts or deeds that the
Company deems reasonably necessary or advisable to secure such rights; provided
that the Company reimburses Indemnitee for any costs, expenses or liabilities
incurred by it in providing such cooperation. Such right of subrogation shall be
terminated upon receipt by the Company of the amount to be reimbursed by
Indemnitee pursuant to the first sentence of this Section 6(b).

      7. Additional Indemnification Rights. Notwithstanding any other provision
of this Agreement, the Company hereby agrees to indemnify Indemnitee to the
fullest extent permitted by applicable law, notwithstanding that such
indemnification may not be specifically authorized by the other provisions of
this Agreement, the Bye-Laws or by statute. If there is any change, after the
date of this Agreement, in any applicable law, statute or rule, whether by case
law or otherwise, that expands the right of a Bermuda company to indemnify a
member of its board of directors, such changes shall be, ipso facto, within the
purview of Indemnitee's rights and Company's obligations, under this Agreement.
If there is any change in any applicable law, statute or rule that narrows the
right of a Bermuda company to indemnify a member of its board of directors, such
changes, to the extent not otherwise mandatorily required by such law, statute
or rule to be applied to this Agreement, shall have no effect on this Agreement
or the parties, rights and obligations hereunder.

      8. Insurance.

            (a) If the Company maintains directors and officers liability
insurance to protect itself and any of its directors or officers against any
expense, liability or loss, and such insurance may cover Indemnitee, such
insurance shall cover Indemnitee to at least the same extent as any other
director or officer of the Company. If at any point (i) such insurance ceases to
cover acts and omissions occurring during all or any part of the period of
Indemnitee's Indemnified Position or (ii) neither the Company nor any of its
subsidiaries maintains any such insurance, the Company shall ensure that
Indemnitee is covered, for at least six years (or such shorter period as is
available on commercially reasonable terms) from such point, by other directors
and officers liability insurance, in amounts and on terms (including the period
of Indemnitee's Indemnified Position) no less favorable (or such other
commercially reasonable amounts and terms as are available) to Indemnitee than
the amounts and terms of the liability insurance maintained by the Company on
the date hereof, provided that such insurance is available on commercially
reasonable terms.

            (b) The Company shall give prompt notice of the commencement of a
Proceeding to the insurers in accordance with the procedures set forth in the
respective policies.

                                     - 5 -

<PAGE>

The Company shall thereafter take reasonable action to cause such insurers to
pay, on behalf of the Indemnitee, all amounts payable as a result of such
Proceeding in accordance with the terms of such policies.

      9. Severability. Each of the provisions of this Agreement is a separate
and distinct agreement and independent of the others, so that if any provisions
hereof shall be held to be invalid or unenforceable for any reason or under any
circumstances, such invalidity or unenforceability shall not affect the validity
or enforceability of the other provisions hereof or the application of the
invalid or unenforceable provision under other circumstances. Furthermore, to
the fullest extent possible, the provisions of this Agreement (including,
without limitation, each portion of this Agreement containing any provision held
to be invalid, void or otherwise unenforceable, that is not itself invalid, void
or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.

      10. Further Assurances. The parties shall do, execute and deliver, or
shall cause to be done, executed and delivered, all such further acts, documents
and things as may be reasonably required for the purpose of giving effect to
this Agreement and the transactions contemplated hereby.

      11. Successors; Binding Agreement; No Third Party Beneficiaries. This
Agreement shall be binding on and shall inure to the benefit of and be
enforceable by the Company's successors and assigns and by Indemnitee's personal
or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. Except for the foregoing persons and
entities, nothing in this Agreement, express or implied, is intended to or shall
be deemed to confer upon any person or entity other than the parties hereto any
rights or remedies under or by reason of this Agreement or any provision of this
Agreement. The Company shall require any successor or assignee (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company, by written agreement
in form and substance reasonably satisfactory to the Company and to Indemnitee,
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform if no such
succession or assignment had taken place.

      12. Counterparts. This Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original (including facsimile signatures), but all such counterparts shall
together constitute one and the same instrument.

      13. Corporate Power and Authority; Due Authorization; Valid and Binding
Obligation. The Company represents and warrants that (a) it has the corporate
power and authority to execute, deliver and perform its obligations under this
Agreement, (b) this Agreement has been duly authorized, executed and delivered
by the Company, (c) upon the execution and delivery of this Agreement by the
Indemnitee, this Agreement will constitute a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, (d) the
execution, delivery and performance of its obligations under this Agreement by
the Company does not and will not breach, violate or cause a termination,
default or acceleration under its Memorandum of Association or Bye-Laws or any
agreement, document,

                                     - 6 -

<PAGE>

instrument, policy (insurance or otherwise), or arrangement to which it is a
party or is bound and (e) Indemnitee is relying upon this Agreement in serving
in an Indemnified Position.

      14. Specific Performance. It is specifically understood and agreed that
any breach or threatened breach of this Agreement by the Company will result in
irreparable injury to Indemnitee, that the remedy at law alone will be an
inadequate remedy for such breach or threatened breach and that, in addition to
any other remedy for such breach or threatened breach, the Indemnitee shall be
entitled to enforce the provisions of this Agreement through both temporary and
permanent injunctive relief, without the necessity of (a) proving actual
damages, but without limitation of the rights to recover such damages and (b)
posting a bond or other security.

      15. Miscellaneous. No provision of this Agreement may be modified, waived,
or discharged unless the modification, waiver or discharge is agreed to in
writing signed by Indemnitee and either the Chairman of the Board or the
President of the Company or another officer of the Company specifically
designated by the Board. No waiver by either party at any time of any breach by
the other party of, or of compliance with, any condition or provision of this
Agreement to be performed by the other party shall be deemed a waiver of similar
or dissimilar provisions or conditions at the same time or at any prior or
subsequent time. The assertion or employment of any right or remedy hereunder,
or otherwise, shall not prevent the concurrent assertion or employment of any
other right or remedy. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party that are not set forth expressly in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of Bermuda, without giving effect to the principles of conflict of
laws of that or any other jurisdiction. The headings in this Agreement are for
convenience only and shall not affect the interpretation of any provision of
this Agreement. All communications under this Agreement shall be in writing and
shall be deemed effectively given: (a) upon personal delivery to the party to be
notified; (b) when sent by confirmed facsimile if sent during normal business
hours of the recipient; (c) seven days after having been sent by registered or
certified mail, return receipt requested, postage prepaid; or (d) two days after
deposit with an internationally recognized overnight courier, specifying two day
or prior delivery, with written verification of receipt. All communications
under this Agreement to the (i) Company shall be sent to its principal place of
business to the attention of the Secretary and (ii) Indemnitee shall be sent to
his residential mailing address on file with the Company.

            (The remainder of this page is intentionally left blank.)

                                     - 7 -

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

                                      INDEMNITEE

                                      /s/ Paul J. O'Shea
                                      ------------------------------------------
                                      Name: Paul J. O'Shea

                                      ENSTAR GROUP LIMITED

                                      By: /s/ Richard J. Harris
                                          --------------------------------------
                                      Name: Richard J. Harris
                                      Title: Chief Financial Officer

                                     - 8 -

<PAGE>

                                                                       Exhibit A

                                     [Date]

[Company name and Address]

Ladies and Gentlemen:

      I have entered into an Indemnification Agreement, made as of January 31,
2007 (the "Indemnification Agreement"), with Enstar Group Limited (formerly
known as Castlewood Holdings Limited) (the "Company") pursuant to which I am
entitled to advancement of expenses. I understand that the entry into of this
undertaking is a condition to the Company's obligations to advance expenses
under the Indemnification Agreement.

      Please accept this letter as my undertaking to repay Advanced Amounts (as
defined in the Indemnification Agreement) if it shall ultimately be determined
in a final, nonappealable judgment or decree that I am not entitled to be
indemnified by the Company. I agree to repay any amounts to the Company within
fifteen business days of any demand therefore pursuant to this undertaking.

      This undertaking shall survive any termination or rescission of the
Indemnification Agreement, unless agreed otherwise by the Company.

      The validity, interpretation, construction and performance of this
undertaking shall be governed by the laws of Bermuda, without giving effect to
the principles of conflict of laws of that or any other jurisdiction.

                                   Sincerely,

<PAGE>

                                                                    EXHIBIT 10.4

                            INDEMNIFICATION AGREEMENT

      THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made as of January 31,
2007, between ENSTAR GROUP LIMITED (formerly known as Castlewood Holdings
Limited), a company organized under the laws of Bermuda (the "Company"), and
NICHOLAS A. PACKER ("Indemnitee").

                                     RECITAL

      The Second Amended and Restated Bye-Laws of the Company, as may be amended
from time to time (the "Bye-Laws") contain provisions indemnifying the Company's
directors and officers with respect to certain liabilities and expenses.
Indemnitee is currently serving as a director of the Company's Board of
Directors (the "Board"), and the Board has determined that it is in the best
interests of the shareholders of the Company for the Company to provide
Indemnitee with additional assurance of protection against personal liability
pursuant to and in furtherance of the Bye-Laws, as provided in this Agreement.

                                    AGREEMENT

      NOW, THEREFORE, in consideration of the foregoing recital and of other
good and valuable consideration, the receipt and sufficiency of which is
acknowledged, the parties, intending to be legally bound, agree as follows:

      1. Indemnification.

           (a) The Company shall hold harmless and indemnify and reimburse

Indemnitee against all liabilities, costs, expenses (including without
limitation, investigation expenses and expert witnesses' and attorneys' fees),
judgments, penalties, fines, excise taxes, interest and amounts paid or to be
paid in settlement in connection with any threatened, pending or completed
action, suit, arbitration, alternate dispute resolution mechanism,
investigation, administrative hearing, or proceeding (collectively, a
"Proceeding"), in which Indemnitee was or is a party or a witness, or is
threatened to be made a party or a witness, including without limitation,
actions by or in the right of the Company, whether civil, criminal,
administrative, regulatory or investigative, by reason that, either before or
after the date hereof, Indemnitee is or was a director, officer, employee,
agent, fiduciary, or other representative of the Company, or is or was serving
while a director, officer, employee, agent, fiduciary, or other representative
of the Company at the request of the Company as a director, officer, employee,
agent, fiduciary, or other representative of another corporation (for profit or
not-for-profit), limited liability company, partnership, joint venture, trust,
employee benefit plan or other entity or enterprise ("Indemnified Position").
Notwithstanding anything to the contrary set forth in this Agreement, the term
"Proceeding" shall not include any action or proceeding commenced by Indemnitee,
other than (i) mandatory counterclaims, (ii) affirmative defenses, (iii) as
permitted by the Company and (iv) actions or proceedings to enforce the terms of
this Agreement.

           (b) If Indemnitee is entitled under this Agreement to indemnification
by the Company for a portion of the Indemnified Amounts (defined below) but not
for the total


<PAGE>

 amount thereof, the Company shall nevertheless
indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

            (c) The Company shall not settle any Proceeding in any manner which
would impose any penalty or limitation of any kind or nature on Indemnitee
without Indemnitee's prior written consent.

      2. Limitations on Indemnification. Notwithstanding any other provision of
this Agreement, Indemnitee shall not be entitled to indemnification under
Section 1:

            (a) if the claim, obligation or liability with respect to which
indemnity is sought shall have been determined by a court of competent
jurisdiction, by a final, nonappealable judgment or decree, to have resulted
from Indemnitee's fraud or dishonesty;

            (b) if a court of competent jurisdiction shall determine, by a
final, nonappealable judgment or decree, that such indemnity is prohibited under
applicable law;

            (c) on account of any suit in which judgment is rendered for an
accounting of profits made from the purchase or sale by Indemnitee of securities
of the Company in violation of the provisions of Section 16(b) of the Securities
Exchange Act of 1934, as amended, and amendments thereto or similar provisions
of any U.S. federal or state statutory law or any Bermuda statutory law; or

            (d) on account of any suit brought against Indemnitee for misuse or
misappropriation of non-public information, or otherwise involving Indemnitee's
status as an "insider" of the Company, in connection with any purchase or sale
by Indemnitee of securities of the Company, and judgment is rendered against
Indemnitee in such suit.

      3. Other Indemnification Arrangements. The Company's purchase,
establishment and maintenance of insurance or similar protection or other
arrangements, including, but not limited to, the Bye-Laws, providing a trust
fund, letter of credit or surety bond (collectively, "Indemnification
Arrangements") on behalf of Indemnitee against any liability asserted against
him or her or incurred by or on his or her behalf in his or her Indemnified
Position, whether or not the Company would have the power to indemnify him or
her against such liability under the provisions of this Agreement or under
applicable law, shall not in any way limit or affect the rights and obligations
of the Company or of Indemnitee under this Agreement, and the execution and
delivery of this Agreement by the Company and Indemnitee shall not in any way
limit or affect the rights and obligations of the Company or the other party or
parties thereto under any Indemnification Arrangement. All amounts payable by
the Company pursuant to this Section 3 or Section 1 are referred to as
"Indemnified Amounts."

      4. Advance Payment of Indemnified Amounts.

            (a) Subject to Section 4(b), Indemnitee hereby is granted the right
to receive in advance of a final, nonappealable judgment or other final,
nonappealable adjudication of a Proceeding the amount of any and all expenses,
including, without limitation, attorney's

                                     - 2 -

<PAGE>

fees, expended or incurred by Indemnitee in connection with any Proceeding (such
amounts so expended or incurred, "Advanced Amounts").

            (b) In making any request for Advanced Amounts, Indemnitee shall
submit to the Company an undertaking by or on behalf of Indemnitee to repay the
Advanced Amounts if it shall ultimately be determined in a final, nonappealable
judgment or decree that he or she is not entitled to be indemnified by the
Company. The undertaking shall be in the form attached hereto as Exhibit A. The
Company shall pay to Indemnitee without the need for action by the Board
Advanced Amounts within five days of its receipt of appropriate documentation
and information evidencing the Advanced Amounts provided that Indemnitee has
previously provided the Company with the undertaking required to be provided by
Indemnitee pursuant to this Section 4(b).

      5. Procedure for Payment of Indemnified Amounts.

            (a) To obtain indemnification under this Agreement, Indemnitee shall
submit to the Company a written request for payment of the appropriate
Indemnified Amounts, with such documentation and information to accompany such
request as is reasonably available to Indemnitee and reasonably necessary for
the Company to determine whether and to what extent Indemnitee is entitled to
indemnification.

            (b) The Company shall pay Indemnitee the Indemnified Amounts unless
it is established that Indemnitee has not met any applicable standard of conduct
required in this Agreement or applicable law. For purposes of determining
whether Indemnitee is entitled to Indemnified Amounts, in order to deny
indemnification to Indemnitee, the Company shall have the burden of proof in
establishing that Indemnitee did not meet the applicable standard of conduct
required to qualify for indemnification. In this regard, a termination of any
Proceeding by judgment, order, plea of nolo contendere, settlement or conviction
shall not create a presumption that Indemnitee did not meet the applicable
standard of conduct required to qualify for indemnification.

            (c) Any determination that Indemnitee has not met the applicable
standard of conduct required to qualify for indemnification shall be made either
(i) by the Board by a unanimous vote of all directors who were not parties to
the Proceeding or (ii) by independent legal counsel (who may be the outside
counsel regularly employed by the Company, so long as it has not advised any
party in the subject matter of the Proceeding or the Proceeding itself) approved
in advance in writing by both the highest ranking executive officer of the
Company who is not party to the Proceeding and by Indemnitee. The fees and
expenses of counsel in connection with making the determination contemplated
hereunder shall be paid by the Company, and, if requested by such counsel, the
Company shall give such counsel an appropriate written agreement with respect to
the payment of their fees and expenses and such other matters as may be
reasonably requested by such counsel.

            (d) The Company shall use its best efforts to conclude as soon as
practicable (but in no event later than 60 days from the date of Indemnitee's
request for indemnification pursuant to Section 5(a)) any requested
determination pursuant to Section 5(c) and shall promptly advise Indemnitee in
writing with respect to any determination that

                                     - 3 -

<PAGE>

Indemnitee is or is not entitled to indemnification, including a reasonably
detailed description of any reason or basis for which indemnification has been
denied. Payment of any applicable Indemnified Amounts shall be made to
Indemnitee within five days after any determination of Indemnitee's entitlement
to indemnification.

            (e) Notwithstanding the foregoing, at any time after 30 days after
Indemnitee's request for indemnification pursuant to Section 5(a) (or upon
receipt of written notice that a claim for Indemnified Amounts has been
rejected, if earlier), and before three years after a claim for Indemnified
Amounts has been delivered by Indemnitee to the Company, Indemnitee may petition
a court of competent jurisdiction to determine whether Indemnitee is entitled to
indemnification under the provisions of this Agreement, and such court shall
thereupon have the exclusive authority to make such determination unless and
until the court dismisses or otherwise terminates the action without having made
such determination. The court shall, as petitioned, make an independent
determination of whether Indemnitee is entitled to indemnification as provided
under this Agreement, irrespective of any prior determination made by the Board
or independent counsel and without being provided or having evidence or
testimony regarding any such prior determination. If the court determines that
Indemnitee is entitled to indemnification as to any claim, issue or matter
involved in the Proceeding with respect to which there has been no prior
determination pursuant to this Agreement or with respect to which there has been
a prior determination that Indemnitee was not entitled to indemnification
hereunder, the Company shall pay all expenses, including attorneys' fees,
actually incurred by Indemnitee in connection with obtaining such judicial
determination, as well as Indemnified Amounts relating thereto.

            (f) Nothing set forth in this Section 5 shall limit or affect the
timing or amount, or the right of Indemnitee to payment, of any Advanced Amounts
pursuant to Section 4.

      6. Agreement Not Exclusive: Subrogation Rights, etc.

            (a) This Agreement shall not be deemed exclusive of and shall not
diminish any other rights Indemnitee may have to be indemnified, insured or
otherwise protected against any liability, cost, expense (including, without
limitation, investigation expenses and expert witnesses and attorney's fees),
judgment, penalty, fine, excise tax, interest or amount paid or to be paid in
settlement by the Company, any subsidiary of the Company, or any other person or
entity under any memorandum of association, charter, bylaw, law, agreement,
policy of insurance or similar protection, vote of shareholders or directors,
disinterested or not, or otherwise, whether or not now in effect, both as to
actions in Indemnitee's official capacity with the Company, and as to actions in
another capacity while holding such office, including Indemnitee's right to
contribution as may be available under applicable law. The Company's obligations
to make payments of Indemnified Amounts hereunder shall be satisfied to the
extent that payments with respect to the same Proceeding (or part thereof) have
been made to or for the benefit of Indemnitee by reason of the indemnification
of Indemnitee pursuant to any other arrangement made by the Company for the
benefit of Indemnitee.

            (b) If Indemnitee shall actually receive payment from any insurance
carrier or from the plaintiff in any Proceeding against Indemnitee in respect of
Indemnified Amounts after payments on account of all or part of such Indemnified
Amounts have been made

                                     - 4 -

<PAGE>

by the Company pursuant hereto, Indemnitee shall promptly reimburse to the
Company the amount, if any, by which the sum of such payment by such insurance
carrier or such plaintiff and payments by the Company or pursuant to
arrangements made by the Company to Indemnitee exceeds such Indemnified Amounts.
Portions, if any, of insurance proceeds that are required to be reimbursed to
the insurance carrier under the terms of its insurance policy, such as
deductible or co-insurance payments, shall not be deemed to be payments to
Indemnitee hereunder. In addition, upon payment of Indemnified Amounts
hereunder, the Company shall be subrogated to the rights of Indemnitee receiving
such payments (to the extent thereof) against any insurance carrier (to the
extent permitted under such insurance policies) or plaintiff in respect of such
Indemnified Amounts and Indemnitee shall execute and deliver any and all
instruments and documents and perform any and all other acts or deeds that the
Company deems reasonably necessary or advisable to secure such rights; provided
that the Company reimburses Indemnitee for any costs, expenses or liabilities
incurred by it in providing such cooperation. Such right of subrogation shall be
terminated upon receipt by the Company of the amount to be reimbursed by
Indemnitee pursuant to the first sentence of this Section 6(b).

      7. Additional Indemnification Rights. Notwithstanding any other provision
of this Agreement, the Company hereby agrees to indemnify Indemnitee to the
fullest extent permitted by applicable law, notwithstanding that such
indemnification may not be specifically authorized by the other provisions of
this Agreement, the Bye-Laws or by statute. If there is any change, after the
date of this Agreement, in any applicable law, statute or rule, whether by case
law or otherwise, that expands the right of a Bermuda company to indemnify a
member of its board of directors, such changes shall be, ipso facto, within the
purview of Indemnitee's rights and Company's obligations, under this Agreement.
If there is any change in any applicable law, statute or rule that narrows the
right of a Bermuda company to indemnify a member of its board of directors, such
changes, to the extent not otherwise mandatorily required by such law, statute
or rule to be applied to this Agreement, shall have no effect on this Agreement
or the parties, rights and obligations hereunder.

      8. Insurance.

            (a) If the Company maintains directors and officers liability
insurance to protect itself and any of its directors or officers against any
expense, liability or loss, and such insurance may cover Indemnitee, such
insurance shall cover Indemnitee to at least the same extent as any other
director or officer of the Company. If at any point (i) such insurance ceases to
cover acts and omissions occurring during all or any part of the period of
Indemnitee's Indemnified Position or (ii) neither the Company nor any of its
subsidiaries maintains any such insurance, the Company shall ensure that
Indemnitee is covered, for at least six years (or such shorter period as is
available on commercially reasonable terms) from such point, by other directors
and officers liability insurance, in amounts and on terms (including the period
of Indemnitee's Indemnified Position) no less favorable (or such other
commercially reasonable amounts and terms as are available) to Indemnitee than
the amounts and terms of the liability insurance maintained by the Company on
the date hereof, provided that such insurance is available on commercially
reasonable terms.

            (b) The Company shall give prompt notice of the commencement of a
Proceeding to the insurers in accordance with the procedures set forth in the
respective policies.

                                     - 5 -

<PAGE>

The Company shall thereafter take reasonable action to cause such insurers to
pay, on behalf of the Indemnitee, all amounts payable as a result of such
Proceeding in accordance with the terms of such policies.

      9. Severability. Each of the provisions of this Agreement is a separate
and distinct agreement and independent of the others, so that if any provisions
hereof shall be held to be invalid or unenforceable for any reason or under any
circumstances, such invalidity or unenforceability shall not affect the validity
or enforceability of the other provisions hereof or the application of the
invalid or unenforceable provision under other circumstances. Furthermore, to
the fullest extent possible, the provisions of this Agreement (including,
without limitation, each portion of this Agreement containing any provision held
to be invalid, void or otherwise unenforceable, that is not itself invalid, void
or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.

      10. Further Assurances. The parties shall do, execute and deliver, or
shall cause to be done, executed and delivered, all such further acts, documents
and things as may be reasonably required for the purpose of giving effect to
this Agreement and the transactions contemplated hereby.

      11. Successors; Binding Agreement; No Third Party Beneficiaries. This
Agreement shall be binding on and shall inure to the benefit of and be
enforceable by the Company's successors and assigns and by Indemnitee's personal
or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. Except for the foregoing persons and
entities, nothing in this Agreement, express or implied, is intended to or shall
be deemed to confer upon any person or entity other than the parties hereto any
rights or remedies under or by reason of this Agreement or any provision of this
Agreement. The Company shall require any successor or assignee (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company, by written agreement
in form and substance reasonably satisfactory to the Company and to Indemnitee,
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform if no such
succession or assignment had taken place.

      12. Counterparts. This Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original (including facsimile signatures), but all such counterparts shall
together constitute one and the same instrument.

      13. Corporate Power and Authority; Due Authorization; Valid and Binding
Obligation. The Company represents and warrants that (a) it has the corporate
power and authority to execute, deliver and perform its obligations under this
Agreement, (b) this Agreement has been duly authorized, executed and delivered
by the Company, (c) upon the execution and delivery of this Agreement by the
Indemnitee, this Agreement will constitute a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, (d) the
execution, delivery and performance of its obligations under this Agreement by
the Company does not and will not breach, violate or cause a termination,
default or acceleration under its Memorandum of Association or Bye-Laws or any
agreement, document,

                                     - 6 -

<PAGE>

instrument, policy (insurance or otherwise), or arrangement to which it is a
party or is bound and (e) Indemnitee is relying upon this Agreement in serving
in an Indemnified Position.

      14. Specific Performance. It is specifically understood and agreed that
any breach or threatened breach of this Agreement by the Company will result in
irreparable injury to Indemnitee, that the remedy at law alone will be an
inadequate remedy for such breach or threatened breach and that, in addition to
any other remedy for such breach or threatened breach, the Indemnitee shall be
entitled to enforce the provisions of this Agreement through both temporary and
permanent injunctive relief, without the necessity of (a) proving actual
damages, but without limitation of the rights to recover such damages and (b)
posting a bond or other security.

      15. Miscellaneous. No provision of this Agreement may be modified, waived,
or discharged unless the modification, waiver or discharge is agreed to in
writing signed by Indemnitee and either the Chairman of the Board or the
President of the Company or another officer of the Company specifically
designated by the Board. No waiver by either party at any time of any breach by
the other party of, or of compliance with, any condition or provision of this
Agreement to be performed by the other party shall be deemed a waiver of similar
or dissimilar provisions or conditions at the same time or at any prior or
subsequent time. The assertion or employment of any right or remedy hereunder,
or otherwise, shall not prevent the concurrent assertion or employment of any
other right or remedy. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party that are not set forth expressly in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of Bermuda, without giving effect to the principles of conflict of
laws of that or any other jurisdiction. The headings in this Agreement are for
convenience only and shall not affect the interpretation of any provision of
this Agreement. All communications under this Agreement shall be in writing and
shall be deemed effectively given: (a) upon personal delivery to the party to be
notified; (b) when sent by confirmed facsimile if sent during normal business
hours of the recipient; (c) seven days after having been sent by registered or
certified mail, return receipt requested, postage prepaid; or (d) two days after
deposit with an internationally recognized overnight courier, specifying two day
or prior delivery, with written verification of receipt. All communications
under this Agreement to the (i) Company shall be sent to its principal place of
business to the attention of the Secretary and (ii) Indemnitee shall be sent to
his residential mailing address on file with the Company.

            (The remainder of this page is intentionally left blank.)

                                     - 7 -

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

                                      INDEMNITEE

                                      /s/ Nicholas A. Packer
                                      ------------------------------------------
                                      Name: Nicholas A. Packer

                                      ENSTAR GROUP LIMITED

                                      By: /s/ Richard J. Harris
                                          --------------------------------------
                                      Name: Richard J. Harris
                                      Title: Chief Financial Officer

                                     - 8 -

<PAGE>

                                                                       Exhibit A

                                     [Date]

[Company name and Address]

Ladies and Gentlemen:

      I have entered into an Indemnification Agreement, made as of January 31,
2007 (the "Indemnification Agreement"), with Enstar Group Limited (formerly
known as Castlewood Holdings Limited) (the "Company") pursuant to which I am
entitled to advancement of expenses. I understand that the entry into of this
undertaking is a condition to the Company's obligations to advance expenses
under the Indemnification Agreement.

      Please accept this letter as my undertaking to repay Advanced Amounts (as
defined in the Indemnification Agreement) if it shall ultimately be determined
in a final, nonappealable judgment or decree that I am not entitled to be
indemnified by the Company. I agree to repay any amounts to the Company within
fifteen business days of any demand therefore pursuant to this undertaking.

      This undertaking shall survive any termination or rescission of the
Indemnification Agreement, unless agreed otherwise by the Company.

      The validity, interpretation, construction and performance of this
undertaking shall be governed by the laws of Bermuda, without giving effect to
the principles of conflict of laws of that or any other jurisdiction.

                                   Sincerely,

<PAGE>

                                                                    EXHIBIT 10.5

                            INDEMNIFICATION AGREEMENT

     THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made as of January 31,
2007, between ENSTAR GROUP LIMITED (formerly known as Castlewood Holdings
Limited), a company organized under the laws of Bermuda (the "Company"), and
J. CHRISTOPHER FLOWERS ("Indemnitee").

                                     RECITAL

      The Second Amended and Restated Bye-Laws of the Company, as may be amended
from time to time (the "Bye-Laws") contain provisions indemnifying the Company's
directors and officers with respect to certain liabilities and expenses.
Indemnitee is currently serving as a director of the Company's Board of
Directors (the "Board"), and the Board has determined that it is in the best
interests of the shareholders of the Company for the Company to provide
Indemnitee with additional assurance of protection against personal liability
pursuant to and in furtherance of the Bye-Laws, as provided in this Agreement.

                                    AGREEMENT

      NOW, THEREFORE, in consideration of the foregoing recital and of other
good and valuable consideration, the receipt and sufficiency of which is
acknowledged, the parties, intending to be legally bound, agree as follows:

      1. Indemnification.

           (a) The Company shall hold harmless and indemnify and reimburse

Indemnitee against all liabilities, costs, expenses (including without
limitation, investigation expenses and expert witnesses' and attorneys' fees),
judgments, penalties, fines, excise taxes, interest and amounts paid or to be
paid in settlement in connection with any threatened, pending or completed
action, suit, arbitration, alternate dispute resolution mechanism,
investigation, administrative hearing, or proceeding (collectively, a
"Proceeding"), in which Indemnitee was or is a party or a witness, or is
threatened to be made a party or a witness, including without limitation,
actions by or in the right of the Company, whether civil, criminal,
administrative, regulatory or investigative, by reason that, either before or
after the date hereof, Indemnitee is or was a director, officer, employee,
agent, fiduciary, or other representative of the Company, or is or was serving
while a director, officer, employee, agent, fiduciary, or other representative
of the Company at the request of the Company as a director, officer, employee,
agent, fiduciary, or other representative of another corporation (for profit or
not-for-profit), limited liability company, partnership, joint venture, trust,
employee benefit plan or other entity or enterprise ("Indemnified Position").
Notwithstanding anything to the contrary set forth in this Agreement, the term
"Proceeding" shall not include any action or proceeding commenced by Indemnitee,
other than (i) mandatory counterclaims, (ii) affirmative defenses, (iii) as
permitted by the Company and (iv) actions or proceedings to enforce the terms of
this Agreement.

           (b) If Indemnitee is entitled under this Agreement to indemnification
by the Company for a portion of the Indemnified Amounts (defined below) but not
for the total


<PAGE>

 amount thereof, the Company shall nevertheless
indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

            (c) The Company shall not settle any Proceeding in any manner which
would impose any penalty or limitation of any kind or nature on Indemnitee
without Indemnitee's prior written consent.

      2. Limitations on Indemnification. Notwithstanding any other provision of
this Agreement, Indemnitee shall not be entitled to indemnification under
Section 1:

            (a) if the claim, obligation or liability with respect to which
indemnity is sought shall have been determined by a court of competent
jurisdiction, by a final, nonappealable judgment or decree, to have resulted
from Indemnitee's fraud or dishonesty;

            (b) if a court of competent jurisdiction shall determine, by a
final, nonappealable judgment or decree, that such indemnity is prohibited under
applicable law;

            (c) on account of any suit in which judgment is rendered for an
accounting of profits made from the purchase or sale by Indemnitee of securities
of the Company in violation of the provisions of Section 16(b) of the Securities
Exchange Act of 1934, as amended, and amendments thereto or similar provisions
of any U.S. federal or state statutory law or any Bermuda statutory law; or

            (d) on account of any suit brought against Indemnitee for misuse or
misappropriation of non-public information, or otherwise involving Indemnitee's
status as an "insider" of the Company, in connection with any purchase or sale
by Indemnitee of securities of the Company, and judgment is rendered against
Indemnitee in such suit.

      3. Other Indemnification Arrangements. The Company's purchase,
establishment and maintenance of insurance or similar protection or other
arrangements, including, but not limited to, the Bye-Laws, providing a trust
fund, letter of credit or surety bond (collectively, "Indemnification
Arrangements") on behalf of Indemnitee against any liability asserted against
him or her or incurred by or on his or her behalf in his or her Indemnified
Position, whether or not the Company would have the power to indemnify him or
her against such liability under the provisions of this Agreement or under
applicable law, shall not in any way limit or affect the rights and obligations
of the Company or of Indemnitee under this Agreement, and the execution and
delivery of this Agreement by the Company and Indemnitee shall not in any way
limit or affect the rights and obligations of the Company or the other party or
parties thereto under any Indemnification Arrangement. All amounts payable by
the Company pursuant to this Section 3 or Section 1 are referred to as
"Indemnified Amounts."

      4. Advance Payment of Indemnified Amounts.

            (a) Subject to Section 4(b), Indemnitee hereby is granted the right
to receive in advance of a final, nonappealable judgment or other final,
nonappealable adjudication of a Proceeding the amount of any and all expenses,
including, without limitation, attorney's

                                     - 2 -

<PAGE>

fees, expended or incurred by Indemnitee in connection with any Proceeding (such
amounts so expended or incurred, "Advanced Amounts").

            (b) In making any request for Advanced Amounts, Indemnitee shall
submit to the Company an undertaking by or on behalf of Indemnitee to repay the
Advanced Amounts if it shall ultimately be determined in a final, nonappealable
judgment or decree that he or she is not entitled to be indemnified by the
Company. The undertaking shall be in the form attached hereto as Exhibit A. The
Company shall pay to Indemnitee without the need for action by the Board
Advanced Amounts within five days of its receipt of appropriate documentation
and information evidencing the Advanced Amounts provided that Indemnitee has
previously provided the Company with the undertaking required to be provided by
Indemnitee pursuant to this Section 4(b).

      5. Procedure for Payment of Indemnified Amounts.

            (a) To obtain indemnification under this Agreement, Indemnitee shall
submit to the Company a written request for payment of the appropriate
Indemnified Amounts, with such documentation and information to accompany such
request as is reasonably available to Indemnitee and reasonably necessary for
the Company to determine whether and to what extent Indemnitee is entitled to
indemnification.

            (b) The Company shall pay Indemnitee the Indemnified Amounts unless
it is established that Indemnitee has not met any applicable standard of conduct
required in this Agreement or applicable law. For purposes of determining
whether Indemnitee is entitled to Indemnified Amounts, in order to deny
indemnification to Indemnitee, the Company shall have the burden of proof in
establishing that Indemnitee did not meet the applicable standard of conduct
required to qualify for indemnification. In this regard, a termination of any
Proceeding by judgment, order, plea of nolo contendere, settlement or conviction
shall not create a presumption that Indemnitee did not meet the applicable
standard of conduct required to qualify for indemnification.

            (c) Any determination that Indemnitee has not met the applicable
standard of conduct required to qualify for indemnification shall be made either
(i) by the Board by a unanimous vote of all directors who were not parties to
the Proceeding or (ii) by independent legal counsel (who may be the outside
counsel regularly employed by the Company, so long as it has not advised any
party in the subject matter of the Proceeding or the Proceeding itself) approved
in advance in writing by both the highest ranking executive officer of the
Company who is not party to the Proceeding and by Indemnitee. The fees and
expenses of counsel in connection with making the determination contemplated
hereunder shall be paid by the Company, and, if requested by such counsel, the
Company shall give such counsel an appropriate written agreement with respect to
the payment of their fees and expenses and such other matters as may be
reasonably requested by such counsel.

            (d) The Company shall use its best efforts to conclude as soon as
practicable (but in no event later than 60 days from the date of Indemnitee's
request for indemnification pursuant to Section 5(a)) any requested
determination pursuant to Section 5(c) and shall promptly advise Indemnitee in
writing with respect to any determination that

                                     - 3 -

<PAGE>

Indemnitee is or is not entitled to indemnification, including a reasonably
detailed description of any reason or basis for which indemnification has been
denied. Payment of any applicable Indemnified Amounts shall be made to
Indemnitee within five days after any determination of Indemnitee's entitlement
to indemnification.

            (e) Notwithstanding the foregoing, at any time after 30 days after
Indemnitee's request for indemnification pursuant to Section 5(a) (or upon
receipt of written notice that a claim for Indemnified Amounts has been
rejected, if earlier), and before three years after a claim for Indemnified
Amounts has been delivered by Indemnitee to the Company, Indemnitee may petition
a court of competent jurisdiction to determine whether Indemnitee is entitled to
indemnification under the provisions of this Agreement, and such court shall
thereupon have the exclusive authority to make such determination unless and
until the court dismisses or otherwise terminates the action without having made
such determination. The court shall, as petitioned, make an independent
determination of whether Indemnitee is entitled to indemnification as provided
under this Agreement, irrespective of any prior determination made by the Board
or independent counsel and without being provided or having evidence or
testimony regarding any such prior determination. If the court determines that
Indemnitee is entitled to indemnification as to any claim, issue or matter
involved in the Proceeding with respect to which there has been no prior
determination pursuant to this Agreement or with respect to which there has been
a prior determination that Indemnitee was not entitled to indemnification
hereunder, the Company shall pay all expenses, including attorneys' fees,
actually incurred by Indemnitee in connection with obtaining such judicial
determination, as well as Indemnified Amounts relating thereto.

            (f) Nothing set forth in this Section 5 shall limit or affect the
timing or amount, or the right of Indemnitee to payment, of any Advanced Amounts
pursuant to Section 4.

      6. Agreement Not Exclusive: Subrogation Rights, etc.

            (a) This Agreement shall not be deemed exclusive of and shall not
diminish any other rights Indemnitee may have to be indemnified, insured or
otherwise protected against any liability, cost, expense (including, without
limitation, investigation expenses and expert witnesses and attorney's fees),
judgment, penalty, fine, excise tax, interest or amount paid or to be paid in
settlement by the Company, any subsidiary of the Company, or any other person or
entity under any memorandum of association, charter, bylaw, law, agreement,
policy of insurance or similar protection, vote of shareholders or directors,
disinterested or not, or otherwise, whether or not now in effect, both as to
actions in Indemnitee's official capacity with the Company, and as to actions in
another capacity while holding such office, including Indemnitee's right to
contribution as may be available under applicable law. The Company's obligations
to make payments of Indemnified Amounts hereunder shall be satisfied to the
extent that payments with respect to the same Proceeding (or part thereof) have
been made to or for the benefit of Indemnitee by reason of the indemnification
of Indemnitee pursuant to any other arrangement made by the Company for the
benefit of Indemnitee.

            (b) If Indemnitee shall actually receive payment from any insurance
carrier or from the plaintiff in any Proceeding against Indemnitee in respect of
Indemnified Amounts after payments on account of all or part of such Indemnified
Amounts have been made

                                     - 4 -

<PAGE>

by the Company pursuant hereto, Indemnitee shall promptly reimburse to the
Company the amount, if any, by which the sum of such payment by such insurance
carrier or such plaintiff and payments by the Company or pursuant to
arrangements made by the Company to Indemnitee exceeds such Indemnified Amounts.
Portions, if any, of insurance proceeds that are required to be reimbursed to
the insurance carrier under the terms of its insurance policy, such as
deductible or co-insurance payments, shall not be deemed to be payments to
Indemnitee hereunder. In addition, upon payment of Indemnified Amounts
hereunder, the Company shall be subrogated to the rights of Indemnitee receiving
such payments (to the extent thereof) against any insurance carrier (to the
extent permitted under such insurance policies) or plaintiff in respect of such
Indemnified Amounts and Indemnitee shall execute and deliver any and all
instruments and documents and perform any and all other acts or deeds that the
Company deems reasonably necessary or advisable to secure such rights; provided
that the Company reimburses Indemnitee for any costs, expenses or liabilities
incurred by it in providing such cooperation. Such right of subrogation shall be
terminated upon receipt by the Company of the amount to be reimbursed by
Indemnitee pursuant to the first sentence of this Section 6(b).

      7. Additional Indemnification Rights. Notwithstanding any other provision
of this Agreement, the Company hereby agrees to indemnify Indemnitee to the
fullest extent permitted by applicable law, notwithstanding that such
indemnification may not be specifically authorized by the other provisions of
this Agreement, the Bye-Laws or by statute. If there is any change, after the
date of this Agreement, in any applicable law, statute or rule, whether by case
law or otherwise, that expands the right of a Bermuda company to indemnify a
member of its board of directors, such changes shall be, ipso facto, within the
purview of Indemnitee's rights and Company's obligations, under this Agreement.
If there is any change in any applicable law, statute or rule that narrows the
right of a Bermuda company to indemnify a member of its board of directors, such
changes, to the extent not otherwise mandatorily required by such law, statute
or rule to be applied to this Agreement, shall have no effect on this Agreement
or the parties, rights and obligations hereunder.

      8. Insurance.

            (a) If the Company maintains directors and officers liability
insurance to protect itself and any of its directors or officers against any
expense, liability or loss, and such insurance may cover Indemnitee, such
insurance shall cover Indemnitee to at least the same extent as any other
director or officer of the Company. If at any point (i) such insurance ceases to
cover acts and omissions occurring during all or any part of the period of
Indemnitee's Indemnified Position or (ii) neither the Company nor any of its
subsidiaries maintains any such insurance, the Company shall ensure that
Indemnitee is covered, for at least six years (or such shorter period as is
available on commercially reasonable terms) from such point, by other directors
and officers liability insurance, in amounts and on terms (including the period
of Indemnitee's Indemnified Position) no less favorable (or such other
commercially reasonable amounts and terms as are available) to Indemnitee than
the amounts and terms of the liability insurance maintained by the Company on
the date hereof, provided that such insurance is available on commercially
reasonable terms.

            (b) The Company shall give prompt notice of the commencement of a
Proceeding to the insurers in accordance with the procedures set forth in the
respective policies.

                                     - 5 -

<PAGE>

The Company shall thereafter take reasonable action to cause such insurers to
pay, on behalf of the Indemnitee, all amounts payable as a result of such
Proceeding in accordance with the terms of such policies.

      9. Severability. Each of the provisions of this Agreement is a separate
and distinct agreement and independent of the others, so that if any provisions
hereof shall be held to be invalid or unenforceable for any reason or under any
circumstances, such invalidity or unenforceability shall not affect the validity
or enforceability of the other provisions hereof or the application of the
invalid or unenforceable provision under other circumstances. Furthermore, to
the fullest extent possible, the provisions of this Agreement (including,
without limitation, each portion of this Agreement containing any provision held
to be invalid, void or otherwise unenforceable, that is not itself invalid, void
or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.

      10. Further Assurances. The parties shall do, execute and deliver, or
shall cause to be done, executed and delivered, all such further acts, documents
and things as may be reasonably required for the purpose of giving effect to
this Agreement and the transactions contemplated hereby.

      11. Successors; Binding Agreement; No Third Party Beneficiaries. This
Agreement shall be binding on and shall inure to the benefit of and be
enforceable by the Company's successors and assigns and by Indemnitee's personal
or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. Except for the foregoing persons and
entities, nothing in this Agreement, express or implied, is intended to or shall
be deemed to confer upon any person or entity other than the parties hereto any
rights or remedies under or by reason of this Agreement or any provision of this
Agreement. The Company shall require any successor or assignee (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company, by written agreement
in form and substance reasonably satisfactory to the Company and to Indemnitee,
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform if no such
succession or assignment had taken place.

      12. Counterparts. This Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original (including facsimile signatures), but all such counterparts shall
together constitute one and the same instrument.

      13. Corporate Power and Authority; Due Authorization; Valid and Binding
Obligation. The Company represents and warrants that (a) it has the corporate
power and authority to execute, deliver and perform its obligations under this
Agreement, (b) this Agreement has been duly authorized, executed and delivered
by the Company, (c) upon the execution and delivery of this Agreement by the
Indemnitee, this Agreement will constitute a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, (d) the
execution, delivery and performance of its obligations under this Agreement by
the Company does not and will not breach, violate or cause a termination,
default or acceleration under its Memorandum of Association or Bye-Laws or any
agreement, document,

                                     - 6 -

<PAGE>

instrument, policy (insurance or otherwise), or arrangement to which it is a
party or is bound and (e) Indemnitee is relying upon this Agreement in serving
in an Indemnified Position.

      14. Specific Performance. It is specifically understood and agreed that
any breach or threatened breach of this Agreement by the Company will result in
irreparable injury to Indemnitee, that the remedy at law alone will be an
inadequate remedy for such breach or threatened breach and that, in addition to
any other remedy for such breach or threatened breach, the Indemnitee shall be
entitled to enforce the provisions of this Agreement through both temporary and
permanent injunctive relief, without the necessity of (a) proving actual
damages, but without limitation of the rights to recover such damages and (b)
posting a bond or other security.

      15. Miscellaneous. No provision of this Agreement may be modified, waived,
or discharged unless the modification, waiver or discharge is agreed to in
writing signed by Indemnitee and either the Chairman of the Board or the
President of the Company or another officer of the Company specifically
designated by the Board. No waiver by either party at any time of any breach by
the other party of, or of compliance with, any condition or provision of this
Agreement to be performed by the other party shall be deemed a waiver of similar
or dissimilar provisions or conditions at the same time or at any prior or
subsequent time. The assertion or employment of any right or remedy hereunder,
or otherwise, shall not prevent the concurrent assertion or employment of any
other right or remedy. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party that are not set forth expressly in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of Bermuda, without giving effect to the principles of conflict of
laws of that or any other jurisdiction. The headings in this Agreement are for
convenience only and shall not affect the interpretation of any provision of
this Agreement. All communications under this Agreement shall be in writing and
shall be deemed effectively given: (a) upon personal delivery to the party to be
notified; (b) when sent by confirmed facsimile if sent during normal business
hours of the recipient; (c) seven days after having been sent by registered or
certified mail, return receipt requested, postage prepaid; or (d) two days after
deposit with an internationally recognized overnight courier, specifying two day
or prior delivery, with written verification of receipt. All communications
under this Agreement to the (i) Company shall be sent to its principal place of
business to the attention of the Secretary and (ii) Indemnitee shall be sent to
his residential mailing address on file with the Company.

            (The remainder of this page is intentionally left blank.)

                                     - 7 -

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

                                      INDEMNITEE

                                      /s/ J. Christopher Flowers
                                      ------------------------------------------
                                      Name: J. Christopher Flowers

                                      ENSTAR GROUP LIMITED

                                      By: /s/ Richard J. Harris
                                          --------------------------------------
                                      Name: Richard J. Harris
                                      Title: Chief Financial Officer

                                     - 8 -

<PAGE>

                                                                       Exhibit A

                                     [Date]

[Company name and Address]

Ladies and Gentlemen:

     I have entered into an Indemnification Agreement, made as of January 31,
2007 (the "Indemnification Agreement"), with Enstar Group Limited (formerly
known as Castlewood Holdings Limited) (the "Company") pursuant to which I am
entitled to advancement of expenses. I understand that the entry into of this
undertaking is a condition to the Company's obligations to advance expenses
under the Indemnification Agreement.

      Please accept this letter as my undertaking to repay Advanced Amounts (as
defined in the Indemnification Agreement) if it shall ultimately be determined
in a final, nonappealable judgment or decree that I am not entitled to be
indemnified by the Company. I agree to repay any amounts to the Company within
fifteen business days of any demand therefore pursuant to this undertaking.

      This undertaking shall survive any termination or rescission of the
Indemnification Agreement, unless agreed otherwise by the Company.

      The validity, interpretation, construction and performance of this
undertaking shall be governed by the laws of Bermuda, without giving effect to
the principles of conflict of laws of that or any other jurisdiction.

                                   Sincerely,

<PAGE>

                                                                    EXHIBIT 10.6

                            INDEMNIFICATION AGREEMENT

      THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made as of January 31,
2007, between ENSTAR GROUP LIMITED (formerly known as Castlewood Holdings
Limited), a company organized under the laws of Bermuda (the "Company"), and
JOHN J. OROS ("Indemnitee").

                                     RECITAL

      The Second Amended and Restated Bye-Laws of the Company, as may be amended
from time to time (the "Bye-Laws") contain provisions indemnifying the Company's
directors and officers with respect to certain liabilities and expenses.
Indemnitee is currently serving as a director of the Company's Board of
Directors (the "Board"), and the Board has determined that it is in the best
interests of the shareholders of the Company for the Company to provide
Indemnitee with additional assurance of protection against personal liability
pursuant to and in furtherance of the Bye-Laws, as provided in this Agreement.

                                    AGREEMENT

      NOW, THEREFORE, in consideration of the foregoing recital and of other
good and valuable consideration, the receipt and sufficiency of which is
acknowledged, the parties, intending to be legally bound, agree as follows:

      1. Indemnification.

           (a) The Company shall hold harmless and indemnify and reimburse
Indemnitee
 against all liabilities, costs, expenses (including without
limitation, investigation expenses and expert witnesses' and attorneys' fees),
judgments, penalties, fines, excise taxes, interest and amounts paid or to be
paid in settlement in connection with any threatened, pending or completed
action, suit, arbitration, alternate dispute resolution mechanism,
investigation, administrative hearing, or proceeding (collectively, a
"Proceeding"), in which Indemnitee was or is a party or a witness, or is
threatened to be made a party or a witness, including without limitation,
actions by or in the right of the Company, whether civil, criminal,
administrative, regulatory or investigative, by reason that, either before or
after the date hereof, Indemnitee is or was a director, officer, employee,
agent, fiduciary, or other representative of the Company, or is or was serving
while a director, officer, employee, agent, fiduciary, or other representative
of the Company at the request of the Company as a director, officer, employee,
agent, fiduciary, or other representative of another corporation (for profit or
not-for-profit), limited liability company, partnership, joint venture, trust,
employee benefit plan or other entity or enterprise ("Indemnified Position").
Notwithstanding anything to the contrary set forth in this Agreement, the term
"Proceeding" shall not include any action or proceeding commenced by Indemnitee,
other than (i) mandatory counterclaims, (ii) affirmative defenses, (iii) as
permitted by the Company and (iv) actions or proceedings to enforce the terms of
this Agreement.

           (b) If Indemnitee is entitled under this Agreement to indemnification
by the Company for a portion of the Indemnified Amounts (defined below) but not
for the total


<PAGE>

 amount thereof, the Company shall nevertheless
indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

            (c) The Company shall not settle any Proceeding in any manner which
would impose any penalty or limitation of any kind or nature on Indemnitee
without Indemnitee's prior written consent.

      2. Limitations on Indemnification. Notwithstanding any other provision of
this Agreement, Indemnitee shall not be entitled to indemnification under
Section 1:

            (a) if the claim, obligation or liability with respect to which
indemnity is sought shall have been determined by a court of competent
jurisdiction, by a final, nonappealable judgment or decree, to have resulted
from Indemnitee's fraud or dishonesty;

            (b) if a court of competent jurisdiction shall determine, by a
final, nonappealable judgment or decree, that such indemnity is prohibited under
applicable law;

            (c) on account of any suit in which judgment is rendered for an
accounting of profits made from the purchase or sale by Indemnitee of securities
of the Company in violation of the provisions of Section 16(b) of the Securities
Exchange Act of 1934, as amended, and amendments thereto or similar provisions
of any U.S. federal or state statutory law or any Bermuda statutory law; or

            (d) on account of any suit brought against Indemnitee for misuse or
misappropriation of non-public information, or otherwise involving Indemnitee's
status as an "insider" of the Company, in connection with any purchase or sale
by Indemnitee of securities of the Company, and judgment is rendered against
Indemnitee in such suit.

      3. Other Indemnification Arrangements. The Company's purchase,
establishment and maintenance of insurance or similar protection or other
arrangements, including, but not limited to, the Bye-Laws, providing a trust
fund, letter of credit or surety bond (collectively, "Indemnification
Arrangements") on behalf of Indemnitee against any liability asserted against
him or her or incurred by or on his or her behalf in his or her Indemnified
Position, whether or not the Company would have the power to indemnify him or
her against such liability under the provisions of this Agreement or under
applicable law, shall not in any way limit or affect the rights and obligations
of the Company or of Indemnitee under this Agreement, and the execution and
delivery of this Agreement by the Company and Indemnitee shall not in any way
limit or affect the rights and obligations of the Company or the other party or
parties thereto under any Indemnification Arrangement. All amounts payable by
the Company pursuant to this Section 3 or Section 1 are referred to as
"Indemnified Amounts."

      4. Advance Payment of Indemnified Amounts.

            (a) Subject to Section 4(b), Indemnitee hereby is granted the right
to receive in advance of a final, nonappealable judgment or other final,
nonappealable adjudication of a Proceeding the amount of any and all expenses,
including, without limitation, attorney's

                                     - 2 -

<PAGE>

fees, expended or incurred by Indemnitee in connection with any Proceeding (such
amounts so expended or incurred, "Advanced Amounts").

            (b) In making any request for Advanced Amounts, Indemnitee shall
submit to the Company an undertaking by or on behalf of Indemnitee to repay the
Advanced Amounts if it shall ultimately be determined in a final, nonappealable
judgment or decree that he or she is not entitled to be indemnified by the
Company. The undertaking shall be in the form attached hereto as Exhibit A. The
Company shall pay to Indemnitee without the need for action by the Board
Advanced Amounts within five days of its receipt of appropriate documentation
and information evidencing the Advanced Amounts provided that Indemnitee has
previously provided the Company with the undertaking required to be provided by
Indemnitee pursuant to this Section 4(b).

      5. Procedure for Payment of Indemnified Amounts.

            (a) To obtain indemnification under this Agreement, Indemnitee shall
submit to the Company a written request for payment of the appropriate
Indemnified Amounts, with such documentation and information to accompany such
request as is reasonably available to Indemnitee and reasonably necessary for
the Company to determine whether and to what extent Indemnitee is entitled to
indemnification.

            (b) The Company shall pay Indemnitee the Indemnified Amounts unless
it is established that Indemnitee has not met any applicable standard of conduct
required in this Agreement or applicable law. For purposes of determining
whether Indemnitee is entitled to Indemnified Amounts, in order to deny
indemnification to Indemnitee, the Company shall have the burden of proof in
establishing that Indemnitee did not meet the applicable standard of conduct
required to qualify for indemnification. In this regard, a termination of any
Proceeding by judgment, order, plea of nolo contendere, settlement or conviction
shall not create a presumption that Indemnitee did not meet the applicable
standard of conduct required to qualify for indemnification.

            (c) Any determination that Indemnitee has not met the applicable
standard of conduct required to qualify for indemnification shall be made either
(i) by the Board by a unanimous vote of all directors who were not parties to
the Proceeding or (ii) by independent legal counsel (who may be the outside
counsel regularly employed by the Company, so long as it has not advised any
party in the subject matter of the Proceeding or the Proceeding itself) approved
in advance in writing by both the highest ranking executive officer of the
Company who is not party to the Proceeding and by Indemnitee. The fees and
expenses of counsel in connection with making the determination contemplated
hereunder shall be paid by the Company, and, if requested by such counsel, the
Company shall give such counsel an appropriate written agreement with respect to
the payment of their fees and expenses and such other matters as may be
reasonably requested by such counsel.

            (d) The Company shall use its best efforts to conclude as soon as
practicable (but in no event later than 60 days from the date of Indemnitee's
request for indemnification pursuant to Section 5(a)) any requested
determination pursuant to Section 5(c) and shall promptly advise Indemnitee in
writing with respect to any determination that

                                     - 3 -

<PAGE>

Indemnitee is or is not entitled to indemnification, including a reasonably
detailed description of any reason or basis for which indemnification has been
denied. Payment of any applicable Indemnified Amounts shall be made to
Indemnitee within five days after any determination of Indemnitee's entitlement
to indemnification.

            (e) Notwithstanding the foregoing, at any time after 30 days after
Indemnitee's request for indemnification pursuant to Section 5(a) (or upon
receipt of written notice that a claim for Indemnified Amounts has been
rejected, if earlier), and before three years after a claim for Indemnified
Amounts has been delivered by Indemnitee to the Company, Indemnitee may petition
a court of competent jurisdiction to determine whether Indemnitee is entitled to
indemnification under the provisions of this Agreement, and such court shall
thereupon have the exclusive authority to make such determination unless and
until the court dismisses or otherwise terminates the action without having made
such determination. The court shall, as petitioned, make an independent
determination of whether Indemnitee is entitled to indemnification as provided
under this Agreement, irrespective of any prior determination made by the Board
or independent counsel and without being provided or having evidence or
testimony regarding any such prior determination. If the court determines that
Indemnitee is entitled to indemnification as to any claim, issue or matter
involved in the Proceeding with respect to which there has been no prior
determination pursuant to this Agreement or with respect to which there has been
a prior determination that Indemnitee was not entitled to indemnification
hereunder, the Company shall pay all expenses, including attorneys' fees,
actually incurred by Indemnitee in connection with obtaining such judicial
determination, as well as Indemnified Amounts relating thereto.

            (f) Nothing set forth in this Section 5 shall limit or affect the
timing or amount, or the right of Indemnitee to payment, of any Advanced Amounts
pursuant to Section 4.

      6. Agreement Not Exclusive: Subrogation Rights, etc.

            (a) This Agreement shall not be deemed exclusive of and shall not
diminish any other rights Indemnitee may have to be indemnified, insured or
otherwise protected against any liability, cost, expense (including, without
limitation, investigation expenses and expert witnesses and attorney's fees),
judgment, penalty, fine, excise tax, interest or amount paid or to be paid in
settlement by the Company, any subsidiary of the Company, or any other person or
entity under any memorandum of association, charter, bylaw, law, agreement,
policy of insurance or similar protection, vote of shareholders or directors,
disinterested or not, or otherwise, whether or not now in effect, both as to
actions in Indemnitee's official capacity with the Company, and as to actions in
another capacity while holding such office, including Indemnitee's right to
contribution as may be available under applicable law. The Company's obligations
to make payments of Indemnified Amounts hereunder shall be satisfied to the
extent that payments with respect to the same Proceeding (or part thereof) have
been made to or for the benefit of Indemnitee by reason of the indemnification
of Indemnitee pursuant to any other arrangement made by the Company for the
benefit of Indemnitee.

            (b) If Indemnitee shall actually receive payment from any insurance
carrier or from the plaintiff in any Proceeding against Indemnitee in respect of
Indemnified Amounts after payments on account of all or part of such Indemnified
Amounts have been made

                                     - 4 -

<PAGE>

by the Company pursuant hereto, Indemnitee shall promptly reimburse to the
Company the amount, if any, by which the sum of such payment by such insurance
carrier or such plaintiff and payments by the Company or pursuant to
arrangements made by the Company to Indemnitee exceeds such Indemnified Amounts.
Portions, if any, of insurance proceeds that are required to be reimbursed to
the insurance carrier under the terms of its insurance policy, such as
deductible or co-insurance payments, shall not be deemed to be payments to
Indemnitee hereunder. In addition, upon payment of Indemnified Amounts
hereunder, the Company shall be subrogated to the rights of Indemnitee receiving
such payments (to the extent thereof) against any insurance carrier (to the
extent permitted under such insurance policies) or plaintiff in respect of such
Indemnified Amounts and Indemnitee shall execute and deliver any and all
instruments and documents and perform any and all other acts or deeds that the
Company deems reasonably necessary or advisable to secure such rights; provided
that the Company reimburses Indemnitee for any costs, expenses or liabilities
incurred by it in providing such cooperation. Such right of subrogation shall be
terminated upon receipt by the Company of the amount to be reimbursed by
Indemnitee pursuant to the first sentence of this Section 6(b).

      7. Additional Indemnification Rights. Notwithstanding any other provision
of this Agreement, the Company hereby agrees to indemnify Indemnitee to the
fullest extent permitted by applicable law, notwithstanding that such
indemnification may not be specifically authorized by the other provisions of
this Agreement, the Bye-Laws or by statute. If there is any change, after the
date of this Agreement, in any applicable law, statute or rule, whether by case
law or otherwise, that expands the right of a Bermuda company to indemnify a
member of its board of directors, such changes shall be, ipso facto, within the
purview of Indemnitee's rights and Company's obligations, under this Agreement.
If there is any change in any applicable law, statute or rule that narrows the
right of a Bermuda company to indemnify a member of its board of directors, such
changes, to the extent not otherwise mandatorily required by such law, statute
or rule to be applied to this Agreement, shall have no effect on this Agreement
or the parties, rights and obligations hereunder.

      8. Insurance.

            (a) If the Company maintains directors and officers liability
insurance to protect itself and any of its directors or officers against any
expense, liability or loss, and such insurance may cover Indemnitee, such
insurance shall cover Indemnitee to at least the same extent as any other
director or officer of the Company. If at any point (i) such insurance ceases to
cover acts and omissions occurring during all or any part of the period of
Indemnitee's Indemnified Position or (ii) neither the Company nor any of its
subsidiaries maintains any such insurance, the Company shall ensure that
Indemnitee is covered, for at least six years (or such shorter period as is
available on commercially reasonable terms) from such point, by other directors
and officers liability insurance, in amounts and on terms (including the period
of Indemnitee's Indemnified Position) no less favorable (or such other
commercially reasonable amounts and terms as are available) to Indemnitee than
the amounts and terms of the liability insurance maintained by the Company on
the date hereof, provided that such insurance is available on commercially
reasonable terms.

            (b) The Company shall give prompt notice of the commencement of a
Proceeding to the insurers in accordance with the procedures set forth in the
respective policies.

                                     - 5 -

<PAGE>

The Company shall thereafter take reasonable action to cause such insurers to
pay, on behalf of the Indemnitee, all amounts payable as a result of such
Proceeding in accordance with the terms of such policies.

      9. Severability. Each of the provisions of this Agreement is a separate
and distinct agreement and independent of the others, so that if any provisions
hereof shall be held to be invalid or unenforceable for any reason or under any
circumstances, such invalidity or unenforceability shall not affect the validity
or enforceability of the other provisions hereof or the application of the
invalid or unenforceable provision under other circumstances. Furthermore, to
the fullest extent possible, the provisions of this Agreement (including,
without limitation, each portion of this Agreement containing any provision held
to be invalid, void or otherwise unenforceable, that is not itself invalid, void
or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.

      10. Further Assurances. The parties shall do, execute and deliver, or
shall cause to be done, executed and delivered, all such further acts, documents
and things as may be reasonably required for the purpose of giving effect to
this Agreement and the transactions contemplated hereby.

      11. Successors; Binding Agreement; No Third Party Beneficiaries. This
Agreement shall be binding on and shall inure to the benefit of and be
enforceable by the Company's successors and assigns and by Indemnitee's personal
or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. Except for the foregoing persons and
entities, nothing in this Agreement, express or implied, is intended to or shall
be deemed to confer upon any person or entity other than the parties hereto any
rights or remedies under or by reason of this Agreement or any provision of this
Agreement. The Company shall require any successor or assignee (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company, by written agreement
in form and substance reasonably satisfactory to the Company and to Indemnitee,
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform if no such
succession or assignment had taken place.

      12. Counterparts. This Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original (including facsimile signatures), but all such counterparts shall
together constitute one and the same instrument.

      13. Corporate Power and Authority; Due Authorization; Valid and Binding
Obligation. The Company represents and warrants that (a) it has the corporate
power and authority to execute, deliver and perform its obligations under this
Agreement, (b) this Agreement has been duly authorized, executed and delivered
by the Company, (c) upon the execution and delivery of this Agreement by the
Indemnitee, this Agreement will constitute a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, (d) the
execution, delivery and performance of its obligations under this Agreement by
the Company does not and will not breach, violate or cause a termination,
default or acceleration under its Memorandum of Association or Bye-Laws or any
agreement, document,

                                     - 6 -

<PAGE>

instrument, policy (insurance or otherwise), or arrangement to which it is a
party or is bound and (e) Indemnitee is relying upon this Agreement in serving
in an Indemnified Position.

      14. Specific Performance. It is specifically understood and agreed that
any breach or threatened breach of this Agreement by the Company will result in
irreparable injury to Indemnitee, that the remedy at law alone will be an
inadequate remedy for such breach or threatened breach and that, in addition to
any other remedy for such breach or threatened breach, the Indemnitee shall be
entitled to enforce the provisions of this Agreement through both temporary and
permanent injunctive relief, without the necessity of (a) proving actual
damages, but without limitation of the rights to recover such damages and (b)
posting a bond or other security.

      15. Miscellaneous. No provision of this Agreement may be modified, waived,
or discharged unless the modification, waiver or discharge is agreed to in
writing signed by Indemnitee and either the Chairman of the Board or the
President of the Company or another officer of the Company specifically
designated by the Board. No waiver by either party at any time of any breach by
the other party of, or of compliance with, any condition or provision of this
Agreement to be performed by the other party shall be deemed a waiver of similar
or dissimilar provisions or conditions at the same time or at any prior or
subsequent time. The assertion or employment of any right or remedy hereunder,
or otherwise, shall not prevent the concurrent assertion or employment of any
other right or remedy. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party that are not set forth expressly in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of Bermuda, without giving effect to the principles of conflict of
laws of that or any other jurisdiction. The headings in this Agreement are for
convenience only and shall not affect the interpretation of any provision of
this Agreement. All communications under this Agreement shall be in writing and
shall be deemed effectively given: (a) upon personal delivery to the party to be
notified; (b) when sent by confirmed facsimile if sent during normal business
hours of the recipient; (c) seven days after having been sent by registered or
certified mail, return receipt requested, postage prepaid; or (d) two days after
deposit with an internationally recognized overnight courier, specifying two day
or prior delivery, with written verification of receipt. All communications
under this Agreement to the (i) Company shall be sent to its principal place of
business to the attention of the Secretary and (ii) Indemnitee shall be sent to
his residential mailing address on file with the Company.

            (The remainder of this page is intentionally left blank.)

                                     - 7 -

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

                                      INDEMNITEE

                                      /s/ John J. Oros
                                      ------------------------------------------
                                      Name: John J. Oros

                                      ENSTAR GROUP LIMITED

                                      By: /s/ Richard J. Harris
                                          --------------------------------------
                                      Name: Richard J. Harris
                                      Title: Chief Financial Officer

                                     - 8 -

<PAGE>

                                                                       Exhibit A

                                     [Date]

[Company name and Address]

Ladies and Gentlemen:

      I have entered into an Indemnification Agreement, made as of January 31,
2007 (the "Indemnification Agreement"), with Enstar Group Limited (formerly
known as Castlewood Holdings Limited) (the "Company") pursuant to which I am
entitled to advancement of expenses. I understand that the entry into of this
undertaking is a condition to the Company's obligations to advance expenses
under the Indemnification Agreement.

      Please accept this letter as my undertaking to repay Advanced Amounts (as
defined in the Indemnification Agreement) if it shall ultimately be determined
in a final, nonappealable judgment or decree that I am not entitled to be
indemnified by the Company. I agree to repay any amounts to the Company within
fifteen business days of any demand therefore pursuant to this undertaking.

      This undertaking shall survive any termination or rescission of the
Indemnification Agreement, unless agreed otherwise by the Company.

      The validity, interpretation, construction and performance of this
undertaking shall be governed by the laws of Bermuda, without giving effect to
the principles of conflict of laws of that or any other jurisdiction.

                                   Sincerely,

<PAGE>

                                                                    EXHIBIT 10.7

                            INDEMNIFICATION AGREEMENT

      THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made as of January 31,
2007, between ENSTAR GROUP LIMITED (formerly known as Castlewood Holdings
Limited), a company organized under the laws of Bermuda (the "Company"), and
NIMROD T. FRAZER ("Indemnitee").

                                     RECITAL

      The Second Amended and Restated Bye-Laws of the Company, as may be amended
from time to time (the "Bye-Laws") contain provisions indemnifying the Company's
directors and officers with respect to certain liabilities and expenses.
Indemnitee is currently serving as a director of the Company's Board of
Directors (the "Board"), and the Board has determined that it is in the best
interests of the shareholders of the Company for the Company to provide
Indemnitee with additional assurance of protection against personal liability
pursuant to and in furtherance of the Bye-Laws, as provided in this Agreement.

                                    AGREEMENT

      NOW, THEREFORE, in consideration of the foregoing recital and of other
good and valuable consideration, the receipt and sufficiency of which is
acknowledged, the parties, intending to be legally bound, agree as follows:

      1. Indemnification.

           (a) The Company shall hold harmless and indemnify and reimburse
Indemnitee
 against all liabilities, costs, expenses (including without
limitation, investigation expenses and expert witnesses' and attorneys' fees),
judgments, penalties, fines, excise taxes, interest and amounts paid or to be
paid in settlement in connection with any threatened, pending or completed
action, suit, arbitration, alternate dispute resolution mechanism,
investigation, administrative hearing, or proceeding (collectively, a
"Proceeding"), in which Indemnitee was or is a party or a witness, or is
threatened to be made a party or a witness, including without limitation,
actions by or in the right of the Company, whether civil, criminal,
administrative, regulatory or investigative, by reason that, either before or
after the date hereof, Indemnitee is or was a director, officer, employee,
agent, fiduciary, or other representative of the Company, or is or was serving
while a director, officer, employee, agent, fiduciary, or other representative
of the Company at the request of the Company as a director, officer, employee,
agent, fiduciary, or other representative of another corporation (for profit or
not-for-profit), limited liability company, partnership, joint venture, trust,
employee benefit plan or other entity or enterprise ("Indemnified Position").
Notwithstanding anything to the contrary set forth in this Agreement, the term
"Proceeding" shall not include any action or proceeding commenced by Indemnitee,
other than (i) mandatory counterclaims, (ii) affirmative defenses, (iii) as
permitted by the Company and (iv) actions or proceedings to enforce the terms of
this Agreement.

           (b) If Indemnitee is entitled under this Agreement to indemnification
by the Company for a portion of the Indemnified Amounts (defined below) but not
for the total


<PAGE>

 amount thereof, the Company shall nevertheless
indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

            (c) The Company shall not settle any Proceeding in any manner which
would impose any penalty or limitation of any kind or nature on Indemnitee
without Indemnitee's prior written consent.

      2. Limitations on Indemnification. Notwithstanding any other provision of
this Agreement, Indemnitee shall not be entitled to indemnification under
Section 1:

            (a) if the claim, obligation or liability with respect to which
indemnity is sought shall have been determined by a court of competent
jurisdiction, by a final, nonappealable judgment or decree, to have resulted
from Indemnitee's fraud or dishonesty;

            (b) if a court of competent jurisdiction shall determine, by a
final, nonappealable judgment or decree, that such indemnity is prohibited under
applicable law;

            (c) on account of any suit in which judgment is rendered for an
accounting of profits made from the purchase or sale by Indemnitee of securities
of the Company in violation of the provisions of Section 16(b) of the Securities
Exchange Act of 1934, as amended, and amendments thereto or similar provisions
of any U.S. federal or state statutory law or any Bermuda statutory law; or

            (d) on account of any suit brought against Indemnitee for misuse or
misappropriation of non-public information, or otherwise involving Indemnitee's
status as an "insider" of the Company, in connection with any purchase or sale
by Indemnitee of securities of the Company, and judgment is rendered against
Indemnitee in such suit.

      3. Other Indemnification Arrangements. The Company's purchase,
establishment and maintenance of insurance or similar protection or other
arrangements, including, but not limited to, the Bye-Laws, providing a trust
fund, letter of credit or surety bond (collectively, "Indemnification
Arrangements") on behalf of Indemnitee against any liability asserted against
him or her or incurred by or on his or her behalf in his or her Indemnified
Position, whether or not the Company would have the power to indemnify him or
her against such liability under the provisions of this Agreement or under
applicable law, shall not in any way limit or affect the rights and obligations
of the Company or of Indemnitee under this Agreement, and the execution and
delivery of this Agreement by the Company and Indemnitee shall not in any way
limit or affect the rights and obligations of the Company or the other party or
parties thereto under any Indemnification Arrangement. All amounts payable by
the Company pursuant to this Section 3 or Section 1 are referred to as
"Indemnified Amounts."

      4. Advance Payment of Indemnified Amounts.

            (a) Subject to Section 4(b), Indemnitee hereby is granted the right
to receive in advance of a final, nonappealable judgment or other final,
nonappealable adjudication of a Proceeding the amount of any and all expenses,
including, without limitation, attorney's

                                     - 2 -

<PAGE>

fees, expended or incurred by Indemnitee in connection with any Proceeding (such
amounts so expended or incurred, "Advanced Amounts").

            (b) In making any request for Advanced Amounts, Indemnitee shall
submit to the Company an undertaking by or on behalf of Indemnitee to repay the
Advanced Amounts if it shall ultimately be determined in a final, nonappealable
judgment or decree that he or she is not entitled to be indemnified by the
Company. The undertaking shall be in the form attached hereto as Exhibit A. The
Company shall pay to Indemnitee without the need for action by the Board
Advanced Amounts within five days of its receipt of appropriate documentation
and information evidencing the Advanced Amounts provided that Indemnitee has
previously provided the Company with the undertaking required to be provided by
Indemnitee pursuant to this Section 4(b).

      5. Procedure for Payment of Indemnified Amounts.

            (a) To obtain indemnification under this Agreement, Indemnitee shall
submit to the Company a written request for payment of the appropriate
Indemnified Amounts, with such documentation and information to accompany such
request as is reasonably available to Indemnitee and reasonably necessary for
the Company to determine whether and to what extent Indemnitee is entitled to
indemnification.

            (b) The Company shall pay Indemnitee the Indemnified Amounts unless
it is established that Indemnitee has not met any applicable standard of conduct
required in this Agreement or applicable law. For purposes of determining
whether Indemnitee is entitled to Indemnified Amounts, in order to deny
indemnification to Indemnitee, the Company shall have the burden of proof in
establishing that Indemnitee did not meet the applicable standard of conduct
required to qualify for indemnification. In this regard, a termination of any
Proceeding by judgment, order, plea of nolo contendere, settlement or conviction
shall not create a presumption that Indemnitee did not meet the applicable
standard of conduct required to qualify for indemnification.

            (c) Any determination that Indemnitee has not met the applicable
standard of conduct required to qualify for indemnification shall be made either
(i) by the Board by a unanimous vote of all directors who were not parties to
the Proceeding or (ii) by independent legal counsel (who may be the outside
counsel regularly employed by the Company, so long as it has not advised any
party in the subject matter of the Proceeding or the Proceeding itself) approved
in advance in writing by both the highest ranking executive officer of the
Company who is not party to the Proceeding and by Indemnitee. The fees and
expenses of counsel in connection with making the determination contemplated
hereunder shall be paid by the Company, and, if requested by such counsel, the
Company shall give such counsel an appropriate written agreement with respect to
the payment of their fees and expenses and such other matters as may be
reasonably requested by such counsel.

            (d) The Company shall use its best efforts to conclude as soon as
practicable (but in no event later than 60 days from the date of Indemnitee's
request for indemnification pursuant to Section 5(a)) any requested
determination pursuant to Section 5(c) and shall promptly advise Indemnitee in
writing with respect to any determination that

                                     - 3 -

<PAGE>

Indemnitee is or is not entitled to indemnification, including a reasonably
detailed description of any reason or basis for which indemnification has been
denied. Payment of any applicable Indemnified Amounts shall be made to
Indemnitee within five days after any determination of Indemnitee's entitlement
to indemnification.

            (e) Notwithstanding the foregoing, at any time after 30 days after
Indemnitee's request for indemnification pursuant to Section 5(a) (or upon
receipt of written notice that a claim for Indemnified Amounts has been
rejected, if earlier), and before three years after a claim for Indemnified
Amounts has been delivered by Indemnitee to the Company, Indemnitee may petition
a court of competent jurisdiction to determine whether Indemnitee is entitled to
indemnification under the provisions of this Agreement, and such court shall
thereupon have the exclusive authority to make such determination unless and
until the court dismisses or otherwise terminates the action without having made
such determination. The court shall, as petitioned, make an independent
determination of whether Indemnitee is entitled to indemnification as provided
under this Agreement, irrespective of any prior determination made by the Board
or independent counsel and without being provided or having evidence or
testimony regarding any such prior determination. If the court determines that
Indemnitee is entitled to indemnification as to any claim, issue or matter
involved in the Proceeding with respect to which there has been no prior
determination pursuant to this Agreement or with respect to which there has been
a prior determination that Indemnitee was not entitled to indemnification
hereunder, the Company shall pay all expenses, including attorneys' fees,
actually incurred by Indemnitee in connection with obtaining such judicial
determination, as well as Indemnified Amounts relating thereto.

            (f) Nothing set forth in this Section 5 shall limit or affect the
timing or amount, or the right of Indemnitee to payment, of any Advanced Amounts
pursuant to Section 4.

      6. Agreement Not Exclusive: Subrogation Rights, etc.

            (a) This Agreement shall not be deemed exclusive of and shall not
diminish any other rights Indemnitee may have to be indemnified, insured or
otherwise protected against any liability, cost, expense (including, without
limitation, investigation expenses and expert witnesses and attorney's fees),
judgment, penalty, fine, excise tax, interest or amount paid or to be paid in
settlement by the Company, any subsidiary of the Company, or any other person or
entity under any memorandum of association, charter, bylaw, law, agreement,
policy of insurance or similar protection, vote of shareholders or directors,
disinterested or not, or otherwise, whether or not now in effect, both as to
actions in Indemnitee's official capacity with the Company, and as to actions in
another capacity while holding such office, including Indemnitee's right to
contribution as may be available under applicable law. The Company's obligations
to make payments of Indemnified Amounts hereunder shall be satisfied to the
extent that payments with respect to the same Proceeding (or part thereof) have
been made to or for the benefit of Indemnitee by reason of the indemnification
of Indemnitee pursuant to any other arrangement made by the Company for the
benefit of Indemnitee.

            (b) If Indemnitee shall actually receive payment from any insurance
carrier or from the plaintiff in any Proceeding against Indemnitee in respect of
Indemnified Amounts after payments on account of all or part of such Indemnified
Amounts have been made

                                     - 4 -

<PAGE>

by the Company pursuant hereto, Indemnitee shall promptly reimburse to the
Company the amount, if any, by which the sum of such payment by such insurance
carrier or such plaintiff and payments by the Company or pursuant to
arrangements made by the Company to Indemnitee exceeds such Indemnified Amounts.
Portions, if any, of insurance proceeds that are required to be reimbursed to
the insurance carrier under the terms of its insurance policy, such as
deductible or co-insurance payments, shall not be deemed to be payments to
Indemnitee hereunder. In addition, upon payment of Indemnified Amounts
hereunder, the Company shall be subrogated to the rights of Indemnitee receiving
such payments (to the extent thereof) against any insurance carrier (to the
extent permitted under such insurance policies) or plaintiff in respect of such
Indemnified Amounts and Indemnitee shall execute and deliver any and all
instruments and documents and perform any and all other acts or deeds that the
Company deems reasonably necessary or advisable to secure such rights; provided
that the Company reimburses Indemnitee for any costs, expenses or liabilities
incurred by it in providing such cooperation. Such right of subrogation shall be
terminated upon receipt by the Company of the amount to be reimbursed by
Indemnitee pursuant to the first sentence of this Section 6(b).

      7. Additional Indemnification Rights. Notwithstanding any other provision
of this Agreement, the Company hereby agrees to indemnify Indemnitee to the
fullest extent permitted by applicable law, notwithstanding that such
indemnification may not be specifically authorized by the other provisions of
this Agreement, the Bye-Laws or by statute. If there is any change, after the
date of this Agreement, in any applicable law, statute or rule, whether by case
law or otherwise, that expands the right of a Bermuda company to indemnify a
member of its board of directors, such changes shall be, ipso facto, within the
purview of Indemnitee's rights and Company's obligations, under this Agreement.
If there is any change in any applicable law, statute or rule that narrows the
right of a Bermuda company to indemnify a member of its board of directors, such
changes, to the extent not otherwise mandatorily required by such law, statute
or rule to be applied to this Agreement, shall have no effect on this Agreement
or the parties, rights and obligations hereunder.

      8. Insurance.

            (a) If the Company maintains directors and officers liability
insurance to protect itself and any of its directors or officers against any
expense, liability or loss, and such insurance may cover Indemnitee, such
insurance shall cover Indemnitee to at least the same extent as any other
director or officer of the Company. If at any point (i) such insurance ceases to
cover acts and omissions occurring during all or any part of the period of
Indemnitee's Indemnified Position or (ii) neither the Company nor any of its
subsidiaries maintains any such insurance, the Company shall ensure that
Indemnitee is covered, for at least six years (or such shorter period as is
available on commercially reasonable terms) from such point, by other directors
and officers liability insurance, in amounts and on terms (including the period
of Indemnitee's Indemnified Position) no less favorable (or such other
commercially reasonable amounts and terms as are available) to Indemnitee than
the amounts and terms of the liability insurance maintained by the Company on
the date hereof, provided that such insurance is available on commercially
reasonable terms.

            (b) The Company shall give prompt notice of the commencement of a
Proceeding to the insurers in accordance with the procedures set forth in the
respective policies.

                                     - 5 -

<PAGE>

The Company shall thereafter take reasonable action to cause such insurers to
pay, on behalf of the Indemnitee, all amounts payable as a result of such
Proceeding in accordance with the terms of such policies.

      9. Severability. Each of the provisions of this Agreement is a separate
and distinct agreement and independent of the others, so that if any provisions
hereof shall be held to be invalid or unenforceable for any reason or under any
circumstances, such invalidity or unenforceability shall not affect the validity
or enforceability of the other provisions hereof or the application of the
invalid or unenforceable provision under other circumstances. Furthermore, to
the fullest extent possible, the provisions of this Agreement (including,
without limitation, each portion of this Agreement containing any provision held
to be invalid, void or otherwise unenforceable, that is not itself invalid, void
or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.

      10. Further Assurances. The parties shall do, execute and deliver, or
shall cause to be done, executed and delivered, all such further acts, documents
and things as may be reasonably required for the purpose of giving effect to
this Agreement and the transactions contemplated hereby.

      11. Successors; Binding Agreement; No Third Party Beneficiaries. This
Agreement shall be binding on and shall inure to the benefit of and be
enforceable by the Company's successors and assigns and by Indemnitee's personal
or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. Except for the foregoing persons and
entities, nothing in this Agreement, express or implied, is intended to or shall
be deemed to confer upon any person or entity other than the parties hereto any
rights or remedies under or by reason of this Agreement or any provision of this
Agreement. The Company shall require any successor or assignee (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company, by written agreement
in form and substance reasonably satisfactory to the Company and to Indemnitee,
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform if no such
succession or assignment had taken place.

      12. Counterparts. This Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original (including facsimile signatures), but all such counterparts shall
together constitute one and the same instrument.

      13. Corporate Power and Authority; Due Authorization; Valid and Binding
Obligation. The Company represents and warrants that (a) it has the corporate
power and authority to execute, deliver and perform its obligations under this
Agreement, (b) this Agreement has been duly authorized, executed and delivered
by the Company, (c) upon the execution and delivery of this Agreement by the
Indemnitee, this Agreement will constitute a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, (d) the
execution, delivery and performance of its obligations under this Agreement by
the Company does not and will not breach, violate or cause a termination,
default or acceleration under its Memorandum of Association or Bye-Laws or any
agreement, document,

                                     - 6 -

<PAGE>

instrument, policy (insurance or otherwise), or arrangement to which it is a
party or is bound and (e) Indemnitee is relying upon this Agreement in serving
in an Indemnified Position.

      14. Specific Performance. It is specifically understood and agreed that
any breach or threatened breach of this Agreement by the Company will result in
irreparable injury to Indemnitee, that the remedy at law alone will be an
inadequate remedy for such breach or threatened breach and that, in addition to
any other remedy for such breach or threatened breach, the Indemnitee shall be
entitled to enforce the provisions of this Agreement through both temporary and
permanent injunctive relief, without the necessity of (a) proving actual
damages, but without limitation of the rights to recover such damages and (b)
posting a bond or other security.

      15. Miscellaneous. No provision of this Agreement may be modified, waived,
or discharged unless the modification, waiver or discharge is agreed to in
writing signed by Indemnitee and either the Chairman of the Board or the
President of the Company or another officer of the Company specifically
designated by the Board. No waiver by either party at any time of any breach by
the other party of, or of compliance with, any condition or provision of this
Agreement to be performed by the other party shall be deemed a waiver of similar
or dissimilar provisions or conditions at the same time or at any prior or
subsequent time. The assertion or employment of any right or remedy hereunder,
or otherwise, shall not prevent the concurrent assertion or employment of any
other right or remedy. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party that are not set forth expressly in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of Bermuda, without giving effect to the principles of conflict of
laws of that or any other jurisdiction. The headings in this Agreement are for
convenience only and shall not affect the interpretation of any provision of
this Agreement. All communications under this Agreement shall be in writing and
shall be deemed effectively given: (a) upon personal delivery to the party to be
notified; (b) when sent by confirmed facsimile if sent during normal business
hours of the recipient; (c) seven days after having been sent by registered or
certified mail, return receipt requested, postage prepaid; or (d) two days after
deposit with an internationally recognized overnight courier, specifying two day
or prior delivery, with written verification of receipt. All communications
under this Agreement to the (i) Company shall be sent to its principal place of
business to the attention of the Secretary and (ii) Indemnitee shall be sent to
his residential mailing address on file with the Company.

            (The remainder of this page is intentionally left blank.)

                                     - 7 -

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

                                      INDEMNITEE

                                      /s/ Nimrod T. Frazer
                                      ------------------------------------------
                                      Name: Nimrod T. Frazer

                                      ENSTAR GROUP LIMITED

                                      By: /s/ Richard J. Harris
                                          --------------------------------------
                                      Name: Richard J. Harris
                                      Title: Chief Financial Officer

                                     - 8 -

<PAGE>

                                                                       Exhibit A

                                     [Date]

[Company name and Address]

Ladies and Gentlemen:

      I have entered into an Indemnification Agreement, made as of January 31,
2007 (the "Indemnification Agreement"), with Enstar Group Limited (formerly
known as Castlewood Holdings Limited) (the "Company") pursuant to which I am
entitled to advancement of expenses. I understand that the entry into of this
undertaking is a condition to the Company's obligations to advance expenses
under the Indemnification Agreement.

      Please accept this letter as my undertaking to repay Advanced Amounts (as
defined in the Indemnification Agreement) if it shall ultimately be determined
in a final, nonappealable judgment or decree that I am not entitled to be
indemnified by the Company. I agree to repay any amounts to the Company within
fifteen business days of any demand therefore pursuant to this undertaking.

      This undertaking shall survive any termination or rescission of the
Indemnification Agreement, unless agreed otherwise by the Company.

      The validity, interpretation, construction and performance of this
undertaking shall be governed by the laws of Bermuda, without giving effect to
the principles of conflict of laws of that or any other jurisdiction.

                                   Sincerely,

<PAGE>

                                                                    EXHIBIT 10.8

                            INDEMNIFICATION AGREEMENT

      THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made as of January 31,
2007, between ENSTAR GROUP LIMITED (formerly known as Castlewood Holdings
Limited), a company organized under the laws of Bermuda (the "Company"), and
GREGORY L. CURL ("Indemnitee").

                                     RECITAL

      The Second Amended and Restated Bye-Laws of the Company, as may be amended
from time to time (the "Bye-Laws") contain provisions indemnifying the Company's
directors and officers with respect to certain liabilities and expenses.
Indemnitee is currently serving as a director of the Company's Board of
Directors (the "Board"), and the Board has determined that it is in the best
interests of the shareholders of the Company for the Company to provide
Indemnitee with additional assurance of protection against personal liability
pursuant to and in furtherance of the Bye-Laws, as provided in this Agreement.

                                    AGREEMENT

      NOW, THEREFORE, in consideration of the foregoing recital and of other
good and valuable consideration, the receipt and sufficiency of which is
acknowledged, the parties, intending to be legally bound, agree as follows:

      1. Indemnification.

           (a) The Company shall hold harmless and indemnify and reimburse
Indemnitee
 against all liabilities, costs, expenses (including without
limitation, investigation expenses and expert witnesses' and attorneys' fees),
judgments, penalties, fines, excise taxes, interest and amounts paid or to be
paid in settlement in connection with any threatened, pending or completed
action, suit, arbitration, alternate dispute resolution mechanism,
investigation, administrative hearing, or proceeding (collectively, a
"Proceeding"), in which Indemnitee was or is a party or a witness, or is
threatened to be made a party or a witness, including without limitation,
actions by or in the right of the Company, whether civil, criminal,
administrative, regulatory or investigative, by reason that, either before or
after the date hereof, Indemnitee is or was a director, officer, employee,
agent, fiduciary, or other representative of the Company, or is or was serving
while a director, officer, employee, agent, fiduciary, or other representative
of the Company at the request of the Company as a director, officer, employee,
agent, fiduciary, or other representative of another corporation (for profit or
not-for-profit), limited liability company, partnership, joint venture, trust,
employee benefit plan or other entity or enterprise ("Indemnified Position").
Notwithstanding anything to the contrary set forth in this Agreement, the term
"Proceeding" shall not include any action or proceeding commenced by Indemnitee,
other than (i) mandatory counterclaims, (ii) affirmative defenses, (iii) as
permitted by the Company and (iv) actions or proceedings to enforce the terms of
this Agreement.

           (b) If Indemnitee is entitled under this Agreement to indemnification
by the Company for a portion of the Indemnified Amounts (defined below) but not
for the total


<PAGE>

 amount thereof, the Company shall nevertheless
indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

            (c) The Company shall not settle any Proceeding in any manner which
would impose any penalty or limitation of any kind or nature on Indemnitee
without Indemnitee's prior written consent.

      2. Limitations on Indemnification. Notwithstanding any other provision of
this Agreement, Indemnitee shall not be entitled to indemnification under
Section 1:

            (a) if the claim, obligation or liability with respect to which
indemnity is sought shall have been determined by a court of competent
jurisdiction, by a final, nonappealable judgment or decree, to have resulted
from Indemnitee's fraud or dishonesty;

            (b) if a court of competent jurisdiction shall determine, by a
final, nonappealable judgment or decree, that such indemnity is prohibited under
applicable law;

            (c) on account of any suit in which judgment is rendered for an
accounting of profits made from the purchase or sale by Indemnitee of securities
of the Company in violation of the provisions of Section 16(b) of the Securities
Exchange Act of 1934, as amended, and amendments thereto or similar provisions
of any U.S. federal or state statutory law or any Bermuda statutory law; or

            (d) on account of any suit brought against Indemnitee for misuse or
misappropriation of non-public information, or otherwise involving Indemnitee's
status as an "insider" of the Company, in connection with any purchase or sale
by Indemnitee of securities of the Company, and judgment is rendered against
Indemnitee in such suit.

      3. Other Indemnification Arrangements. The Company's purchase,
establishment and maintenance of insurance or similar protection or other
arrangements, including, but not limited to, the Bye-Laws, providing a trust
fund, letter of credit or surety bond (collectively, "Indemnification
Arrangements") on behalf of Indemnitee against any liability asserted against
him or her or incurred by or on his or her behalf in his or her Indemnified
Position, whether or not the Company would have the power to indemnify him or
her against such liability under the provisions of this Agreement or under
applicable law, shall not in any way limit or affect the rights and obligations
of the Company or of Indemnitee under this Agreement, and the execution and
delivery of this Agreement by the Company and Indemnitee shall not in any way
limit or affect the rights and obligations of the Company or the other party or
parties thereto under any Indemnification Arrangement. All amounts payable by
the Company pursuant to this Section 3 or Section 1 are referred to as
"Indemnified Amounts."

      4. Advance Payment of Indemnified Amounts.

            (a) Subject to Section 4(b), Indemnitee hereby is granted the right
to receive in advance of a final, nonappealable judgment or other final,
nonappealable adjudication of a Proceeding the amount of any and all expenses,
including, without limitation, attorney's

                                     - 2 -

<PAGE>

fees, expended or incurred by Indemnitee in connection with any Proceeding (such
amounts so expended or incurred, "Advanced Amounts").

            (b) In making any request for Advanced Amounts, Indemnitee shall
submit to the Company an undertaking by or on behalf of Indemnitee to repay the
Advanced Amounts if it shall ultimately be determined in a final, nonappealable
judgment or decree that he or she is not entitled to be indemnified by the
Company. The undertaking shall be in the form attached hereto as Exhibit A. The
Company shall pay to Indemnitee without the need for action by the Board
Advanced Amounts within five days of its receipt of appropriate documentation
and information evidencing the Advanced Amounts provided that Indemnitee has
previously provided the Company with the undertaking required to be provided by
Indemnitee pursuant to this Section 4(b).

      5. Procedure for Payment of Indemnified Amounts.

            (a) To obtain indemnification under this Agreement, Indemnitee shall
submit to the Company a written request for payment of the appropriate
Indemnified Amounts, with such documentation and information to accompany such
request as is reasonably available to Indemnitee and reasonably necessary for
the Company to determine whether and to what extent Indemnitee is entitled to
indemnification.

            (b) The Company shall pay Indemnitee the Indemnified Amounts unless
it is established that Indemnitee has not met any applicable standard of conduct
required in this Agreement or applicable law. For purposes of determining
whether Indemnitee is entitled to Indemnified Amounts, in order to deny
indemnification to Indemnitee, the Company shall have the burden of proof in
establishing that Indemnitee did not meet the applicable standard of conduct
required to qualify for indemnification. In this regard, a termination of any
Proceeding by judgment, order, plea of nolo contendere, settlement or conviction
shall not create a presumption that Indemnitee did not meet the applicable
standard of conduct required to qualify for indemnification.

            (c) Any determination that Indemnitee has not met the applicable
standard of conduct required to qualify for indemnification shall be made either
(i) by the Board by a unanimous vote of all directors who were not parties to
the Proceeding or (ii) by independent legal counsel (who may be the outside
counsel regularly employed by the Company, so long as it has not advised any
party in the subject matter of the Proceeding or the Proceeding itself) approved
in advance in writing by both the highest ranking executive officer of the
Company who is not party to the Proceeding and by Indemnitee. The fees and
expenses of counsel in connection with making the determination contemplated
hereunder shall be paid by the Company, and, if requested by such counsel, the
Company shall give such counsel an appropriate written agreement with respect to
the payment of their fees and expenses and such other matters as may be
reasonably requested by such counsel.

            (d) The Company shall use its best efforts to conclude as soon as
practicable (but in no event later than 60 days from the date of Indemnitee's
request for indemnification pursuant to Section 5(a)) any requested
determination pursuant to Section 5(c) and shall promptly advise Indemnitee in
writing with respect to any determination that

                                     - 3 -

<PAGE>

Indemnitee is or is not entitled to indemnification, including a reasonably
detailed description of any reason or basis for which indemnification has been
denied. Payment of any applicable Indemnified Amounts shall be made to
Indemnitee within five days after any determination of Indemnitee's entitlement
to indemnification.

            (e) Notwithstanding the foregoing, at any time after 30 days after
Indemnitee's request for indemnification pursuant to Section 5(a) (or upon
receipt of written notice that a claim for Indemnified Amounts has been
rejected, if earlier), and before three years after a claim for Indemnified
Amounts has been delivered by Indemnitee to the Company, Indemnitee may petition
a court of competent jurisdiction to determine whether Indemnitee is entitled to
indemnification under the provisions of this Agreement, and such court shall
thereupon have the exclusive authority to make such determination unless and
until the court dismisses or otherwise terminates the action without having made
such determination. The court shall, as petitioned, make an independent
determination of whether Indemnitee is entitled to indemnification as provided
under this Agreement, irrespective of any prior determination made by the Board
or independent counsel and without being provided or having evidence or
testimony regarding any such prior determination. If the court determines that
Indemnitee is entitled to indemnification as to any claim, issue or matter
involved in the Proceeding with respect to which there has been no prior
determination pursuant to this Agreement or with respect to which there has been
a prior determination that Indemnitee was not entitled to indemnification
hereunder, the Company shall pay all expenses, including attorneys' fees,
actually incurred by Indemnitee in connection with obtaining such judicial
determination, as well as Indemnified Amounts relating thereto.

            (f) Nothing set forth in this Section 5 shall limit or affect the
timing or amount, or the right of Indemnitee to payment, of any Advanced Amounts
pursuant to Section 4.

      6. Agreement Not Exclusive: Subrogation Rights, etc.

            (a) This Agreement shall not be deemed exclusive of and shall not
diminish any other rights Indemnitee may have to be indemnified, insured or
otherwise protected against any liability, cost, expense (including, without
limitation, investigation expenses and expert witnesses and attorney's fees),
judgment, penalty, fine, excise tax, interest or amount paid or to be paid in
settlement by the Company, any subsidiary of the Company, or any other person or
entity under any memorandum of association, charter, bylaw, law, agreement,
policy of insurance or similar protection, vote of shareholders or directors,
disinterested or not, or otherwise, whether or not now in effect, both as to
actions in Indemnitee's official capacity with the Company, and as to actions in
another capacity while holding such office, including Indemnitee's right to
contribution as may be available under applicable law. The Company's obligations
to make payments of Indemnified Amounts hereunder shall be satisfied to the
extent that payments with respect to the same Proceeding (or part thereof) have
been made to or for the benefit of Indemnitee by reason of the indemnification
of Indemnitee pursuant to any other arrangement made by the Company for the
benefit of Indemnitee.

            (b) If Indemnitee shall actually receive payment from any insurance
carrier or from the plaintiff in any Proceeding against Indemnitee in respect of
Indemnified Amounts after payments on account of all or part of such Indemnified
Amounts have been made

                                     - 4 -

<PAGE>

by the Company pursuant hereto, Indemnitee shall promptly reimburse to the
Company the amount, if any, by which the sum of such payment by such insurance
carrier or such plaintiff and payments by the Company or pursuant to
arrangements made by the Company to Indemnitee exceeds such Indemnified Amounts.
Portions, if any, of insurance proceeds that are required to be reimbursed to
the insurance carrier under the terms of its insurance policy, such as
deductible or co-insurance payments, shall not be deemed to be payments to
Indemnitee hereunder. In addition, upon payment of Indemnified Amounts
hereunder, the Company shall be subrogated to the rights of Indemnitee receiving
such payments (to the extent thereof) against any insurance carrier (to the
extent permitted under such insurance policies) or plaintiff in respect of such
Indemnified Amounts and Indemnitee shall execute and deliver any and all
instruments and documents and perform any and all other acts or deeds that the
Company deems reasonably necessary or advisable to secure such rights; provided
that the Company reimburses Indemnitee for any costs, expenses or liabilities
incurred by it in providing such cooperation. Such right of subrogation shall be
terminated upon receipt by the Company of the amount to be reimbursed by
Indemnitee pursuant to the first sentence of this Section 6(b).

      7. Additional Indemnification Rights. Notwithstanding any other provision
of this Agreement, the Company hereby agrees to indemnify Indemnitee to the
fullest extent permitted by applicable law, notwithstanding that such
indemnification may not be specifically authorized by the other provisions of
this Agreement, the Bye-Laws or by statute. If there is any change, after the
date of this Agreement, in any applicable law, statute or rule, whether by case
law or otherwise, that expands the right of a Bermuda company to indemnify a
member of its board of directors, such changes shall be, ipso facto, within the
purview of Indemnitee's rights and Company's obligations, under this Agreement.
If there is any change in any applicable law, statute or rule that narrows the
right of a Bermuda company to indemnify a member of its board of directors, such
changes, to the extent not otherwise mandatorily required by such law, statute
or rule to be applied to this Agreement, shall have no effect on this Agreement
or the parties, rights and obligations hereunder.

      8. Insurance.

            (a) If the Company maintains directors and officers liability
insurance to protect itself and any of its directors or officers against any
expense, liability or loss, and such insurance may cover Indemnitee, such
insurance shall cover Indemnitee to at least the same extent as any other
director or officer of the Company. If at any point (i) such insurance ceases to
cover acts and omissions occurring during all or any part of the period of
Indemnitee's Indemnified Position or (ii) neither the Company nor any of its
subsidiaries maintains any such insurance, the Company shall ensure that
Indemnitee is covered, for at least six years (or such shorter period as is
available on commercially reasonable terms) from such point, by other directors
and officers liability insurance, in amounts and on terms (including the period
of Indemnitee's Indemnified Position) no less favorable (or such other
commercially reasonable amounts and terms as are available) to Indemnitee than
the amounts and terms of the liability insurance maintained by the Company on
the date hereof, provided that such insurance is available on commercially
reasonable terms.

            (b) The Company shall give prompt notice of the commencement of a
Proceeding to the insurers in accordance with the procedures set forth in the
respective policies.

                                     - 5 -

<PAGE>

The Company shall thereafter take reasonable action to cause such insurers to
pay, on behalf of the Indemnitee, all amounts payable as a result of such
Proceeding in accordance with the terms of such policies.

      9. Severability. Each of the provisions of this Agreement is a separate
and distinct agreement and independent of the others, so that if any provisions
hereof shall be held to be invalid or unenforceable for any reason or under any
circumstances, such invalidity or unenforceability shall not affect the validity
or enforceability of the other provisions hereof or the application of the
invalid or unenforceable provision under other circumstances. Furthermore, to
the fullest extent possible, the provisions of this Agreement (including,
without limitation, each portion of this Agreement containing any provision held
to be invalid, void or otherwise unenforceable, that is not itself invalid, void
or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.

      10. Further Assurances. The parties shall do, execute and deliver, or
shall cause to be done, executed and delivered, all such further acts, documents
and things as may be reasonably required for the purpose of giving effect to
this Agreement and the transactions contemplated hereby.

      11. Successors; Binding Agreement; No Third Party Beneficiaries. This
Agreement shall be binding on and shall inure to the benefit of and be
enforceable by the Company's successors and assigns and by Indemnitee's personal
or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. Except for the foregoing persons and
entities, nothing in this Agreement, express or implied, is intended to or shall
be deemed to confer upon any person or entity other than the parties hereto any
rights or remedies under or by reason of this Agreement or any provision of this
Agreement. The Company shall require any successor or assignee (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company, by written agreement
in form and substance reasonably satisfactory to the Company and to Indemnitee,
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform if no such
succession or assignment had taken place.

      12. Counterparts. This Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original (including facsimile signatures), but all such counterparts shall
together constitute one and the same instrument.

      13. Corporate Power and Authority; Due Authorization; Valid and Binding
Obligation. The Company represents and warrants that (a) it has the corporate
power and authority to execute, deliver and perform its obligations under this
Agreement, (b) this Agreement has been duly authorized, executed and delivered
by the Company, (c) upon the execution and delivery of this Agreement by the
Indemnitee, this Agreement will constitute a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, (d) the
execution, delivery and performance of its obligations under this Agreement by
the Company does not and will not breach, violate or cause a termination,
default or acceleration under its Memorandum of Association or Bye-Laws or any
agreement, document,

                                     - 6 -

<PAGE>

instrument, policy (insurance or otherwise), or arrangement to which it is a
party or is bound and (e) Indemnitee is relying upon this Agreement in serving
in an Indemnified Position.

      14. Specific Performance. It is specifically understood and agreed that
any breach or threatened breach of this Agreement by the Company will result in
irreparable injury to Indemnitee, that the remedy at law alone will be an
inadequate remedy for such breach or threatened breach and that, in addition to
any other remedy for such breach or threatened breach, the Indemnitee shall be
entitled to enforce the provisions of this Agreement through both temporary and
permanent injunctive relief, without the necessity of (a) proving actual
damages, but without limitation of the rights to recover such damages and (b)
posting a bond or other security.

      15. Miscellaneous. No provision of this Agreement may be modified, waived,
or discharged unless the modification, waiver or discharge is agreed to in
writing signed by Indemnitee and either the Chairman of the Board or the
President of the Company or another officer of the Company specifically
designated by the Board. No waiver by either party at any time of any breach by
the other party of, or of compliance with, any condition or provision of this
Agreement to be performed by the other party shall be deemed a waiver of similar
or dissimilar provisions or conditions at the same time or at any prior or
subsequent time. The assertion or employment of any right or remedy hereunder,
or otherwise, shall not prevent the concurrent assertion or employment of any
other right or remedy. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party that are not set forth expressly in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of Bermuda, without giving effect to the principles of conflict of
laws of that or any other jurisdiction. The headings in this Agreement are for
convenience only and shall not affect the interpretation of any provision of
this Agreement. All communications under this Agreement shall be in writing and
shall be deemed effectively given: (a) upon personal delivery to the party to be
notified; (b) when sent by confirmed facsimile if sent during normal business
hours of the recipient; (c) seven days after having been sent by registered or
certified mail, return receipt requested, postage prepaid; or (d) two days after
deposit with an internationally recognized overnight courier, specifying two day
or prior delivery, with written verification of receipt. All communications
under this Agreement to the (i) Company shall be sent to its principal place of
business to the attention of the Secretary and (ii) Indemnitee shall be sent to
his residential mailing address on file with the Company.

            (The remainder of this page is intentionally left blank.)

                                     - 7 -

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

                                      INDEMNITEE

                                      /s/ Gregory L. Curl
                                      -----------------------------------------
                                      Name: Gregory L. Curl

                                      ENSTAR GROUP LIMITED

                                      By: /s/ Richard J. Harris
                                          -------------------------------------
                                      Name: Richard J. Harris
                                      Title: Chief Financial Officer

                                     - 8 -

<PAGE>

                                                                       Exhibit A

                                     [Date]

[Company name and Address]

Ladies and Gentlemen:

      I have entered into an Indemnification Agreement, made as of January 31,
2007 (the "Indemnification Agreement"), with Enstar Group Limited (formerly
known as Castlewood Holdings Limited) (the "Company") pursuant to which I am
entitled to advancement of expenses. I understand that the entry into of this
undertaking is a condition to the Company's obligations to advance expenses
under the Indemnification Agreement.

      Please accept this letter as my undertaking to repay Advanced Amounts (as
defined in the Indemnification Agreement) if it shall ultimately be determined
in a final, nonappealable judgment or decree that I am not entitled to be
indemnified by the Company. I agree to repay any amounts to the Company within
fifteen business days of any demand therefore pursuant to this undertaking.

      This undertaking shall survive any termination or rescission of the
Indemnification Agreement, unless agreed otherwise by the Company.

      The validity, interpretation, construction and performance of this
undertaking shall be governed by the laws of Bermuda, without giving effect to
the principles of conflict of laws of that or any other jurisdiction.

                                   Sincerely,

<PAGE>

                                                                    EXHIBIT 10.9

                            INDEMNIFICATION AGREEMENT

      THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made as of January 31,
2007, between ENSTAR GROUP LIMITED (formerly known as Castlewood Holdings
Limited), a company organized under the laws of Bermuda (the "Company"), and
PAUL J. COLLINS ("Indemnitee").

                                     RECITAL

      The Second Amended and Restated Bye-Laws of the Company, as may be amended
from time to time (the "Bye-Laws") contain provisions indemnifying the Company's
directors and officers with respect to certain liabilities and expenses.
Indemnitee is currently serving as a director of the Company's Board of
Directors (the "Board"), and the Board has determined that it is in the best
interests of the shareholders of the Company for the Company to provide
Indemnitee with additional assurance of protection against personal liability
pursuant to and in furtherance of the Bye-Laws, as provided in this Agreement.

                                    AGREEMENT

      NOW, THEREFORE, in consideration of the foregoing recital and of other
good and valuable consideration, the receipt and sufficiency of which is
acknowledged, the parties, intending to be legally bound, agree as follows:

      1. Indemnification.

           (a) The Company shall hold harmless and indemnify and reimburse
Indemnitee
 against all liabilities, costs, expenses (including without
limitation, investigation expenses and expert witnesses' and attorneys' fees),
judgments, penalties, fines, excise taxes, interest and amounts paid or to be
paid in settlement in connection with any threatened, pending or completed
action, suit, arbitration, alternate dispute resolution mechanism,
investigation, administrative hearing, or proceeding (collectively, a
"Proceeding"), in which Indemnitee was or is a party or a witness, or is
threatened to be made a party or a witness, including without limitation,
actions by or in the right of the Company, whether civil, criminal,
administrative, regulatory or investigative, by reason that, either before or
after the date hereof, Indemnitee is or was a director, officer, employee,
agent, fiduciary, or other representative of the Company, or is or was serving
while a director, officer, employee, agent, fiduciary, or other representative
of the Company at the request of the Company as a director, officer, employee,
agent, fiduciary, or other representative of another corporation (for profit or
not-for-profit), limited liability company, partnership, joint venture, trust,
employee benefit plan or other entity or enterprise ("Indemnified Position").
Notwithstanding anything to the contrary set forth in this Agreement, the term
"Proceeding" shall not include any action or proceeding commenced by Indemnitee,
other than (i) mandatory counterclaims, (ii) affirmative defenses, (iii) as
permitted by the Company and (iv) actions or proceedings to enforce the terms of
this Agreement.

           (b) If Indemnitee is entitled under this Agreement to indemnification
by the Company for a portion of the Indemnified Amounts (defined below) but not
for the total


<PAGE>

 amount thereof, the Company shall nevertheless
indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

            (c) The Company shall not settle any Proceeding in any manner which
would impose any penalty or limitation of any kind or nature on Indemnitee
without Indemnitee's prior written consent.

      2. Limitations on Indemnification. Notwithstanding any other provision of
this Agreement, Indemnitee shall not be entitled to indemnification under
Section 1:

            (a) if the claim, obligation or liability with respect to which
indemnity is sought shall have been determined by a court of competent
jurisdiction, by a final, nonappealable judgment or decree, to have resulted
from Indemnitee's fraud or dishonesty;

            (b) if a court of competent jurisdiction shall determine, by a
final, nonappealable judgment or decree, that such indemnity is prohibited under
applicable law;

            (c) on account of any suit in which judgment is rendered for an
accounting of profits made from the purchase or sale by Indemnitee of securities
of the Company in violation of the provisions of Section 16(b) of the Securities
Exchange Act of 1934, as amended, and amendments thereto or similar provisions
of any U.S. federal or state statutory law or any Bermuda statutory law; or

            (d) on account of any suit brought against Indemnitee for misuse or
misappropriation of non-public information, or otherwise involving Indemnitee's
status as an "insider" of the Company, in connection with any purchase or sale
by Indemnitee of securities of the Company, and judgment is rendered against
Indemnitee in such suit.

      3. Other Indemnification Arrangements. The Company's purchase,
establishment and maintenance of insurance or similar protection or other
arrangements, including, but not limited to, the Bye-Laws, providing a trust
fund, letter of credit or surety bond (collectively, "Indemnification
Arrangements") on behalf of Indemnitee against any liability asserted against
him or her or incurred by or on his or her behalf in his or her Indemnified
Position, whether or not the Company would have the power to indemnify him or
her against such liability under the provisions of this Agreement or under
applicable law, shall not in any way limit or affect the rights and obligations
of the Company or of Indemnitee under this Agreement, and the execution and
delivery of this Agreement by the Company and Indemnitee shall not in any way
limit or affect the rights and obligations of the Company or the other party or
parties thereto under any Indemnification Arrangement. All amounts payable by
the Company pursuant to this Section 3 or Section 1 are referred to as
"Indemnified Amounts."

      4. Advance Payment of Indemnified Amounts.

            (a) Subject to Section 4(b), Indemnitee hereby is granted the right
to receive in advance of a final, nonappealable judgment or other final,
nonappealable adjudication of a Proceeding the amount of any and all expenses,
including, without limitation, attorney's

                                     - 2 -

<PAGE>

fees, expended or incurred by Indemnitee in connection with any Proceeding (such
amounts so expended or incurred, "Advanced Amounts").

            (b) In making any request for Advanced Amounts, Indemnitee shall
submit to the Company an undertaking by or on behalf of Indemnitee to repay the
Advanced Amounts if it shall ultimately be determined in a final, nonappealable
judgment or decree that he or she is not entitled to be indemnified by the
Company. The undertaking shall be in the form attached hereto as Exhibit A. The
Company shall pay to Indemnitee without the need for action by the Board
Advanced Amounts within five days of its receipt of appropriate documentation
and information evidencing the Advanced Amounts provided that Indemnitee has
previously provided the Company with the undertaking required to be provided by
Indemnitee pursuant to this Section 4(b).

      5. Procedure for Payment of Indemnified Amounts.

            (a) To obtain indemnification under this Agreement, Indemnitee shall
submit to the Company a written request for payment of the appropriate
Indemnified Amounts, with such documentation and information to accompany such
request as is reasonably available to Indemnitee and reasonably necessary for
the Company to determine whether and to what extent Indemnitee is entitled to
indemnification.

            (b) The Company shall pay Indemnitee the Indemnified Amounts unless
it is established that Indemnitee has not met any applicable standard of conduct
required in this Agreement or applicable law. For purposes of determining
whether Indemnitee is entitled to Indemnified Amounts, in order to deny
indemnification to Indemnitee, the Company shall have the burden of proof in
establishing that Indemnitee did not meet the applicable standard of conduct
required to qualify for indemnification. In this regard, a termination of any
Proceeding by judgment, order, plea of nolo contendere, settlement or conviction
shall not create a presumption that Indemnitee did not meet the applicable
standard of conduct required to qualify for indemnification.

            (c) Any determination that Indemnitee has not met the applicable
standard of conduct required to qualify for indemnification shall be made either
(i) by the Board by a unanimous vote of all directors who were not parties to
the Proceeding or (ii) by independent legal counsel (who may be the outside
counsel regularly employed by the Company, so long as it has not advised any
party in the subject matter of the Proceeding or the Proceeding itself) approved
in advance in writing by both the highest ranking executive officer of the
Company who is not party to the Proceeding and by Indemnitee. The fees and
expenses of counsel in connection with making the determination contemplated
hereunder shall be paid by the Company, and, if requested by such counsel, the
Company shall give such counsel an appropriate written agreement with respect to
the payment of their fees and expenses and such other matters as may be
reasonably requested by such counsel.

            (d) The Company shall use its best efforts to conclude as soon as
practicable (but in no event later than 60 days from the date of Indemnitee's
request for indemnification pursuant to Section 5(a)) any requested
determination pursuant to Section 5(c) and shall promptly advise Indemnitee in
writing with respect to any determination that

                                     - 3 -

<PAGE>

Indemnitee is or is not entitled to indemnification, including a reasonably
detailed description of any reason or basis for which indemnification has been
denied. Payment of any applicable Indemnified Amounts shall be made to
Indemnitee within five days after any determination of Indemnitee's entitlement
to indemnification.

            (e) Notwithstanding the foregoing, at any time after 30 days after
Indemnitee's request for indemnification pursuant to Section 5(a) (or upon
receipt of written notice that a claim for Indemnified Amounts has been
rejected, if earlier), and before three years after a claim for Indemnified
Amounts has been delivered by Indemnitee to the Company, Indemnitee may petition
a court of competent jurisdiction to determine whether Indemnitee is entitled to
indemnification under the provisions of this Agreement, and such court shall
thereupon have the exclusive authority to make such determination unless and
until the court dismisses or otherwise terminates the action without having made
such determination. The court shall, as petitioned, make an independent
determination of whether Indemnitee is entitled to indemnification as provided
under this Agreement, irrespective of any prior determination made by the Board
or independent counsel and without being provided or having evidence or
testimony regarding any such prior determination. If the court determines that
Indemnitee is entitled to indemnification as to any claim, issue or matter
involved in the Proceeding with respect to which there has been no prior
determination pursuant to this Agreement or with respect to which there has been
a prior determination that Indemnitee was not entitled to indemnification
hereunder, the Company shall pay all expenses, including attorneys' fees,
actually incurred by Indemnitee in connection with obtaining such judicial
determination, as well as Indemnified Amounts relating thereto.

            (f) Nothing set forth in this Section 5 shall limit or affect the
timing or amount, or the right of Indemnitee to payment, of any Advanced Amounts
pursuant to Section 4.

      6. Agreement Not Exclusive: Subrogation Rights, etc.

            (a) This Agreement shall not be deemed exclusive of and shall not
diminish any other rights Indemnitee may have to be indemnified, insured or
otherwise protected against any liability, cost, expense (including, without
limitation, investigation expenses and expert witnesses and attorney's fees),
judgment, penalty, fine, excise tax, interest or amount paid or to be paid in
settlement by the Company, any subsidiary of the Company, or any other person or
entity under any memorandum of association, charter, bylaw, law, agreement,
policy of insurance or similar protection, vote of shareholders or directors,
disinterested or not, or otherwise, whether or not now in effect, both as to
actions in Indemnitee's official capacity with the Company, and as to actions in
another capacity while holding such office, including Indemnitee's right to
contribution as may be available under applicable law. The Company's obligations
to make payments of Indemnified Amounts hereunder shall be satisfied to the
extent that payments with respect to the same Proceeding (or part thereof) have
been made to or for the benefit of Indemnitee by reason of the indemnification
of Indemnitee pursuant to any other arrangement made by the Company for the
benefit of Indemnitee.

            (b) If Indemnitee shall actually receive payment from any insurance
carrier or from the plaintiff in any Proceeding against Indemnitee in respect of
Indemnified Amounts after payments on account of all or part of such Indemnified
Amounts have been made

                                     - 4 -

<PAGE>

by the Company pursuant hereto, Indemnitee shall promptly reimburse to the
Company the amount, if any, by which the sum of such payment by such insurance
carrier or such plaintiff and payments by the Company or pursuant to
arrangements made by the Company to Indemnitee exceeds such Indemnified Amounts.
Portions, if any, of insurance proceeds that are required to be reimbursed to
the insurance carrier under the terms of its insurance policy, such as
deductible or co-insurance payments, shall not be deemed to be payments to
Indemnitee hereunder. In addition, upon payment of Indemnified Amounts
hereunder, the Company shall be subrogated to the rights of Indemnitee receiving
such payments (to the extent thereof) against any insurance carrier (to the
extent permitted under such insurance policies) or plaintiff in respect of such
Indemnified Amounts and Indemnitee shall execute and deliver any and all
instruments and documents and perform any and all other acts or deeds that the
Company deems reasonably necessary or advisable to secure such rights; provided
that the Company reimburses Indemnitee for any costs, expenses or liabilities
incurred by it in providing such cooperation. Such right of subrogation shall be
terminated upon receipt by the Company of the amount to be reimbursed by
Indemnitee pursuant to the first sentence of this Section 6(b).

      7. Additional Indemnification Rights. Notwithstanding any other provision
of this Agreement, the Company hereby agrees to indemnify Indemnitee to the
fullest extent permitted by applicable law, notwithstanding that such
indemnification may not be specifically authorized by the other provisions of
this Agreement, the Bye-Laws or by statute. If there is any change, after the
date of this Agreement, in any applicable law, statute or rule, whether by case
law or otherwise, that expands the right of a Bermuda company to indemnify a
member of its board of directors, such changes shall be, ipso facto, within the
purview of Indemnitee's rights and Company's obligations, under this Agreement.
If there is any change in any applicable law, statute or rule that narrows the
right of a Bermuda company to indemnify a member of its board of directors, such
changes, to the extent not otherwise mandatorily required by such law, statute
or rule to be applied to this Agreement, shall have no effect on this Agreement
or the parties, rights and obligations hereunder.

      8. Insurance.

            (a) If the Company maintains directors and officers liability
insurance to protect itself and any of its directors or officers against any
expense, liability or loss, and such insurance may cover Indemnitee, such
insurance shall cover Indemnitee to at least the same extent as any other
director or officer of the Company. If at any point (i) such insurance ceases to
cover acts and omissions occurring during all or any part of the period of
Indemnitee's Indemnified Position or (ii) neither the Company nor any of its
subsidiaries maintains any such insurance, the Company shall ensure that
Indemnitee is covered, for at least six years (or such shorter period as is
available on commercially reasonable terms) from such point, by other directors
and officers liability insurance, in amounts and on terms (including the period
of Indemnitee's Indemnified Position) no less favorable (or such other
commercially reasonable amounts and terms as are available) to Indemnitee than
the amounts and terms of the liability insurance maintained by the Company on
the date hereof, provided that such insurance is available on commercially
reasonable terms.

            (b) The Company shall give prompt notice of the commencement of a
Proceeding to the insurers in accordance with the procedures set forth in the
respective policies.

                                     - 5 -

<PAGE>

The Company shall thereafter take reasonable action to cause such insurers to
pay, on behalf of the Indemnitee, all amounts payable as a result of such
Proceeding in accordance with the terms of such policies.

      9. Severability. Each of the provisions of this Agreement is a separate
and distinct agreement and independent of the others, so that if any provisions
hereof shall be held to be invalid or unenforceable for any reason or under any
circumstances, such invalidity or unenforceability shall not affect the validity
or enforceability of the other provisions hereof or the application of the
invalid or unenforceable provision under other circumstances. Furthermore, to
the fullest extent possible, the provisions of this Agreement (including,
without limitation, each portion of this Agreement containing any provision held
to be invalid, void or otherwise unenforceable, that is not itself invalid, void
or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.

      10. Further Assurances. The parties shall do, execute and deliver, or
shall cause to be done, executed and delivered, all such further acts, documents
and things as may be reasonably required for the purpose of giving effect to
this Agreement and the transactions contemplated hereby.

      11. Successors; Binding Agreement; No Third Party Beneficiaries. This
Agreement shall be binding on and shall inure to the benefit of and be
enforceable by the Company's successors and assigns and by Indemnitee's personal
or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. Except for the foregoing persons and
entities, nothing in this Agreement, express or implied, is intended to or shall
be deemed to confer upon any person or entity other than the parties hereto any
rights or remedies under or by reason of this Agreement or any provision of this
Agreement. The Company shall require any successor or assignee (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company, by written agreement
in form and substance reasonably satisfactory to the Company and to Indemnitee,
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform if no such
succession or assignment had taken place.

      12. Counterparts. This Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original (including facsimile signatures), but all such counterparts shall
together constitute one and the same instrument.

      13. Corporate Power and Authority; Due Authorization; Valid and Binding
Obligation. The Company represents and warrants that (a) it has the corporate
power and authority to execute, deliver and perform its obligations under this
Agreement, (b) this Agreement has been duly authorized, executed and delivered
by the Company, (c) upon the execution and delivery of this Agreement by the
Indemnitee, this Agreement will constitute a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, (d) the
execution, delivery and performance of its obligations under this Agreement by
the Company does not and will not breach, violate or cause a termination,
default or acceleration under its Memorandum of Association or Bye-Laws or any
agreement, document,

                                     - 6 -

<PAGE>

instrument, policy (insurance or otherwise), or arrangement to which it is a
party or is bound and (e) Indemnitee is relying upon this Agreement in serving
in an Indemnified Position.

      14. Specific Performance. It is specifically understood and agreed that
any breach or threatened breach of this Agreement by the Company will result in
irreparable injury to Indemnitee, that the remedy at law alone will be an
inadequate remedy for such breach or threatened breach and that, in addition to
any other remedy for such breach or threatened breach, the Indemnitee shall be
entitled to enforce the provisions of this Agreement through both temporary and
permanent injunctive relief, without the necessity of (a) proving actual
damages, but without limitation of the rights to recover such damages and (b)
posting a bond or other security.

      15. Miscellaneous. No provision of this Agreement may be modified, waived,
or discharged unless the modification, waiver or discharge is agreed to in
writing signed by Indemnitee and either the Chairman of the Board or the
President of the Company or another officer of the Company specifically
designated by the Board. No waiver by either party at any time of any breach by
the other party of, or of compliance with, any condition or provision of this
Agreement to be performed by the other party shall be deemed a waiver of similar
or dissimilar provisions or conditions at the same time or at any prior or
subsequent time. The assertion or employment of any right or remedy hereunder,
or otherwise, shall not prevent the concurrent assertion or employment of any
other right or remedy. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party that are not set forth expressly in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of Bermuda, without giving effect to the principles of conflict of
laws of that or any other jurisdiction. The headings in this Agreement are for
convenience only and shall not affect the interpretation of any provision of
this Agreement. All communications under this Agreement shall be in writing and
shall be deemed effectively given: (a) upon personal delivery to the party to be
notified; (b) when sent by confirmed facsimile if sent during normal business
hours of the recipient; (c) seven days after having been sent by registered or
certified mail, return receipt requested, postage prepaid; or (d) two days after
deposit with an internationally recognized overnight courier, specifying two day
or prior delivery, with written verification of receipt. All communications
under this Agreement to the (i) Company shall be sent to its principal place of
business to the attention of the Secretary and (ii) Indemnitee shall be sent to
his residential mailing address on file with the Company.

            (The remainder of this page is intentionally left blank.)

                                     - 7 -

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

                                      INDEMNITEE

                                      /s/ Paul J. Collins
                                      ------------------------------------------
                                      Name: Paul J. Collins

                                      ENSTAR GROUP LIMITED

                                      By: /s/ Richard J. Harris
                                          --------------------------------------
                                      Name: Richard J. Harris
                                      Title: Chief Financial Officer

                                     - 8 -

<PAGE>

                                                                       Exhibit A

                                     [Date]

[Company name and Address]

Ladies and Gentlemen:

      I have entered into an Indemnification Agreement, made as of January 31,
2007 (the "Indemnification Agreement"), with Enstar Group Limited (formerly
known as Castlewood Holdings Limited) (the "Company") pursuant to which I am
entitled to advancement of expenses. I understand that the entry into of this
undertaking is a condition to the Company's obligations to advance expenses
under the Indemnification Agreement.

      Please accept this letter as my undertaking to repay Advanced Amounts (as
defined in the Indemnification Agreement) if it shall ultimately be determined
in a final, nonappealable judgment or decree that I am not entitled to be
indemnified by the Company. I agree to repay any amounts to the Company within
fifteen business days of any demand therefore pursuant to this undertaking.

      This undertaking shall survive any termination or rescission of the
Indemnification Agreement, unless agreed otherwise by the Company.

      The validity, interpretation, construction and performance of this
undertaking shall be governed by the laws of Bermuda, without giving effect to
the principles of conflict of laws of that or any other jurisdiction.

                                   Sincerely,

<PAGE>

                                                                   EXHIBIT 10.10

                            INDEMNIFICATION AGREEMENT

      THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made as of January 31,
2007, between ENSTAR GROUP LIMITED (formerly known as Castlewood Holdings
Limited), a company organized under the laws of Bermuda (the "Company"), and
T. WAYNE DAVIS ("Indemnitee").

                                     RECITAL

      The Second Amended and Restated Bye-Laws of the Company, as may be amended
from time to time (the "Bye-Laws") contain provisions indemnifying the Company's
directors and officers with respect to certain liabilities and expenses.
Indemnitee is currently serving as a director of the Company's Board of
Directors (the "Board"), and the Board has determined that it is in the best
interests of the shareholders of the Company for the Company to provide
Indemnitee with additional assurance of protection against personal liability
pursuant to and in furtherance of the Bye-Laws, as provided in this Agreement.

                                    AGREEMENT

      NOW, THEREFORE, in consideration of the foregoing recital and of other
good and valuable consideration, the receipt and sufficiency of which is
acknowledged, the parties, intending to be legally bound, agree as follows:

      1. Indemnification.

           (a) The Company shall hold harmless and indemnify and reimburse
Indemnitee
 against all liabilities, costs, expenses (including without
limitation, investigation expenses and expert witnesses' and attorneys' fees),
judgments, penalties, fines, excise taxes, interest and amounts paid or to be
paid in settlement in connection with any threatened, pending or completed
action, suit, arbitration, alternate dispute resolution mechanism,
investigation, administrative hearing, or proceeding (collectively, a
"Proceeding"), in which Indemnitee was or is a party or a witness, or is
threatened to be made a party or a witness, including without limitation,
actions by or in the right of the Company, whether civil, criminal,
administrative, regulatory or investigative, by reason that, either before or
after the date hereof, Indemnitee is or was a director, officer, employee,
agent, fiduciary, or other representative of the Company, or is or was serving
while a director, officer, employee, agent, fiduciary, or other representative
of the Company at the request of the Company as a director, officer, employee,
agent, fiduciary, or other representative of another corporation (for profit or
not-for-profit), limited liability company, partnership, joint venture, trust,
employee benefit plan or other entity or enterprise ("Indemnified Position").
Notwithstanding anything to the contrary set forth in this Agreement, the term
"Proceeding" shall not include any action or proceeding commenced by Indemnitee,
other than (i) mandatory counterclaims, (ii) affirmative defenses, (iii) as
permitted by the Company and (iv) actions or proceedings to enforce the terms of
this Agreement.

           (b) If Indemnitee is entitled under this Agreement to indemnification
by the Company for a portion of the Indemnified Amounts (defined below) but not
for the total


<PAGE>

 amount thereof, the Company shall nevertheless
indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

            (c) The Company shall not settle any Proceeding in any manner which
would impose any penalty or limitation of any kind or nature on Indemnitee
without Indemnitee's prior written consent.

      2. Limitations on Indemnification. Notwithstanding any other provision of
this Agreement, Indemnitee shall not be entitled to indemnification under
Section 1:

            (a) if the claim, obligation or liability with respect to which
indemnity is sought shall have been determined by a court of competent
jurisdiction, by a final, nonappealable judgment or decree, to have resulted
from Indemnitee's fraud or dishonesty;

            (b) if a court of competent jurisdiction shall determine, by a
final, nonappealable judgment or decree, that such indemnity is prohibited under
applicable law;

            (c) on account of any suit in which judgment is rendered for an
accounting of profits made from the purchase or sale by Indemnitee of securities
of the Company in violation of the provisions of Section 16(b) of the Securities
Exchange Act of 1934, as amended, and amendments thereto or similar provisions
of any U.S. federal or state statutory law or any Bermuda statutory law; or

            (d) on account of any suit brought against Indemnitee for misuse or
misappropriation of non-public information, or otherwise involving Indemnitee's
status as an "insider" of the Company, in connection with any purchase or sale
by Indemnitee of securities of the Company, and judgment is rendered against
Indemnitee in such suit.

      3. Other Indemnification Arrangements. The Company's purchase,
establishment and maintenance of insurance or similar protection or other
arrangements, including, but not limited to, the Bye-Laws, providing a trust
fund, letter of credit or surety bond (collectively, "Indemnification
Arrangements") on behalf of Indemnitee against any liability asserted against
him or her or incurred by or on his or her behalf in his or her Indemnified
Position, whether or not the Company would have the power to indemnify him or
her against such liability under the provisions of this Agreement or under
applicable law, shall not in any way limit or affect the rights and obligations
of the Company or of Indemnitee under this Agreement, and the execution and
delivery of this Agreement by the Company and Indemnitee shall not in any way
limit or affect the rights and obligations of the Company or the other party or
parties thereto under any Indemnification Arrangement. All amounts payable by
the Company pursuant to this Section 3 or Section 1 are referred to as
"Indemnified Amounts."

      4. Advance Payment of Indemnified Amounts.

            (a) Subject to Section 4(b), Indemnitee hereby is granted the right
to receive in advance of a final, nonappealable judgment or other final,
nonappealable adjudication of a Proceeding the amount of any and all expenses,
including, without limitation, attorney's

                                     - 2 -

<PAGE>

fees, expended or incurred by Indemnitee in connection with any Proceeding (such
amounts so expended or incurred, "Advanced Amounts").

            (b) In making any request for Advanced Amounts, Indemnitee shall
submit to the Company an undertaking by or on behalf of Indemnitee to repay the
Advanced Amounts if it shall ultimately be determined in a final, nonappealable
judgment or decree that he or she is not entitled to be indemnified by the
Company. The undertaking shall be in the form attached hereto as Exhibit A. The
Company shall pay to Indemnitee without the need for action by the Board
Advanced Amounts within five days of its receipt of appropriate documentation
and information evidencing the Advanced Amounts provided that Indemnitee has
previously provided the Company with the undertaking required to be provided by
Indemnitee pursuant to this Section 4(b).

      5. Procedure for Payment of Indemnified Amounts.

            (a) To obtain indemnification under this Agreement, Indemnitee shall
submit to the Company a written request for payment of the appropriate
Indemnified Amounts, with such documentation and information to accompany such
request as is reasonably available to Indemnitee and reasonably necessary for
the Company to determine whether and to what extent Indemnitee is entitled to
indemnification.

            (b) The Company shall pay Indemnitee the Indemnified Amounts unless
it is established that Indemnitee has not met any applicable standard of conduct
required in this Agreement or applicable law. For purposes of determining
whether Indemnitee is entitled to Indemnified Amounts, in order to deny
indemnification to Indemnitee, the Company shall have the burden of proof in
establishing that Indemnitee did not meet the applicable standard of conduct
required to qualify for indemnification. In this regard, a termination of any
Proceeding by judgment, order, plea of nolo contendere, settlement or conviction
shall not create a presumption that Indemnitee did not meet the applicable
standard of conduct required to qualify for indemnification.

            (c) Any determination that Indemnitee has not met the applicable
standard of conduct required to qualify for indemnification shall be made either
(i) by the Board by a unanimous vote of all directors who were not parties to
the Proceeding or (ii) by independent legal counsel (who may be the outside
counsel regularly employed by the Company, so long as it has not advised any
party in the subject matter of the Proceeding or the Proceeding itself) approved
in advance in writing by both the highest ranking executive officer of the
Company who is not party to the Proceeding and by Indemnitee. The fees and
expenses of counsel in connection with making the determination contemplated
hereunder shall be paid by the Company, and, if requested by such counsel, the
Company shall give such counsel an appropriate written agreement with respect to
the payment of their fees and expenses and such other matters as may be
reasonably requested by such counsel.

            (d) The Company shall use its best efforts to conclude as soon as
practicable (but in no event later than 60 days from the date of Indemnitee's
request for indemnification pursuant to Section 5(a)) any requested
determination pursuant to Section 5(c) and shall promptly advise Indemnitee in
writing with respect to any determination that

                                     - 3 -

<PAGE>

Indemnitee is or is not entitled to indemnification, including a reasonably
detailed description of any reason or basis for which indemnification has been
denied. Payment of any applicable Indemnified Amounts shall be made to
Indemnitee within five days after any determination of Indemnitee's entitlement
to indemnification.

            (e) Notwithstanding the foregoing, at any time after 30 days after
Indemnitee's request for indemnification pursuant to Section 5(a) (or upon
receipt of written notice that a claim for Indemnified Amounts has been
rejected, if earlier), and before three years after a claim for Indemnified
Amounts has been delivered by Indemnitee to the Company, Indemnitee may petition
a court of competent jurisdiction to determine whether Indemnitee is entitled to
indemnification under the provisions of this Agreement, and such court shall
thereupon have the exclusive authority to make such determination unless and
until the court dismisses or otherwise terminates the action without having made
such determination. The court shall, as petitioned, make an independent
determination of whether Indemnitee is entitled to indemnification as provided
under this Agreement, irrespective of any prior determination made by the Board
or independent counsel and without being provided or having evidence or
testimony regarding any such prior determination. If the court determines that
Indemnitee is entitled to indemnification as to any claim, issue or matter
involved in the Proceeding with respect to which there has been no prior
determination pursuant to this Agreement or with respect to which there has been
a prior determination that Indemnitee was not entitled to indemnification
hereunder, the Company shall pay all expenses, including attorneys' fees,
actually incurred by Indemnitee in connection with obtaining such judicial
determination, as well as Indemnified Amounts relating thereto.

            (f) Nothing set forth in this Section 5 shall limit or affect the
timing or amount, or the right of Indemnitee to payment, of any Advanced Amounts
pursuant to Section 4.

      6. Agreement Not Exclusive: Subrogation Rights, etc.

            (a) This Agreement shall not be deemed exclusive of and shall not
diminish any other rights Indemnitee may have to be indemnified, insured or
otherwise protected against any liability, cost, expense (including, without
limitation, investigation expenses and expert witnesses and attorney's fees),
judgment, penalty, fine, excise tax, interest or amount paid or to be paid in
settlement by the Company, any subsidiary of the Company, or any other person or
entity under any memorandum of association, charter, bylaw, law, agreement,
policy of insurance or similar protection, vote of shareholders or directors,
disinterested or not, or otherwise, whether or not now in effect, both as to
actions in Indemnitee's official capacity with the Company, and as to actions in
another capacity while holding such office, including Indemnitee's right to
contribution as may be available under applicable law. The Company's obligations
to make payments of Indemnified Amounts hereunder shall be satisfied to the
extent that payments with respect to the same Proceeding (or part thereof) have
been made to or for the benefit of Indemnitee by reason of the indemnification
of Indemnitee pursuant to any other arrangement made by the Company for the
benefit of Indemnitee.

            (b) If Indemnitee shall actually receive payment from any insurance
carrier or from the plaintiff in any Proceeding against Indemnitee in respect of
Indemnified Amounts after payments on account of all or part of such Indemnified
Amounts have been made

                                     - 4 -

<PAGE>

by the Company pursuant hereto, Indemnitee shall promptly reimburse to the
Company the amount, if any, by which the sum of such payment by such insurance
carrier or such plaintiff and payments by the Company or pursuant to
arrangements made by the Company to Indemnitee exceeds such Indemnified Amounts.
Portions, if any, of insurance proceeds that are required to be reimbursed to
the insurance carrier under the terms of its insurance policy, such as
deductible or co-insurance payments, shall not be deemed to be payments to
Indemnitee hereunder. In addition, upon payment of Indemnified Amounts
hereunder, the Company shall be subrogated to the rights of Indemnitee receiving
such payments (to the extent thereof) against any insurance carrier (to the
extent permitted under such insurance policies) or plaintiff in respect of such
Indemnified Amounts and Indemnitee shall execute and deliver any and all
instruments and documents and perform any and all other acts or deeds that the
Company deems reasonably necessary or advisable to secure such rights; provided
that the Company reimburses Indemnitee for any costs, expenses or liabilities
incurred by it in providing such cooperation. Such right of subrogation shall be
terminated upon receipt by the Company of the amount to be reimbursed by
Indemnitee pursuant to the first sentence of this Section 6(b).

      7. Additional Indemnification Rights. Notwithstanding any other provision
of this Agreement, the Company hereby agrees to indemnify Indemnitee to the
fullest extent permitted by applicable law, notwithstanding that such
indemnification may not be specifically authorized by the other provisions of
this Agreement, the Bye-Laws or by statute. If there is any change, after the
date of this Agreement, in any applicable law, statute or rule, whether by case
law or otherwise, that expands the right of a Bermuda company to indemnify a
member of its board of directors, such changes shall be, ipso facto, within the
purview of Indemnitee's rights and Company's obligations, under this Agreement.
If there is any change in any applicable law, statute or rule that narrows the
right of a Bermuda company to indemnify a member of its board of directors, such
changes, to the extent not otherwise mandatorily required by such law, statute
or rule to be applied to this Agreement, shall have no effect on this Agreement
or the parties, rights and obligations hereunder.

      8. Insurance.

            (a) If the Company maintains directors and officers liability
insurance to protect itself and any of its directors or officers against any
expense, liability or loss, and such insurance may cover Indemnitee, such
insurance shall cover Indemnitee to at least the same extent as any other
director or officer of the Company. If at any point (i) such insurance ceases to
cover acts and omissions occurring during all or any part of the period of
Indemnitee's Indemnified Position or (ii) neither the Company nor any of its
subsidiaries maintains any such insurance, the Company shall ensure that
Indemnitee is covered, for at least six years (or such shorter period as is
available on commercially reasonable terms) from such point, by other directors
and officers liability insurance, in amounts and on terms (including the period
of Indemnitee's Indemnified Position) no less favorable (or such other
commercially reasonable amounts and terms as are available) to Indemnitee than
the amounts and terms of the liability insurance maintained by the Company on
the date hereof, provided that such insurance is available on commercially
reasonable terms.

            (b) The Company shall give prompt notice of the commencement of a
Proceeding to the insurers in accordance with the procedures set forth in the
respective policies.

                                     - 5 -

<PAGE>

The Company shall thereafter take reasonable action to cause such insurers to
pay, on behalf of the Indemnitee, all amounts payable as a result of such
Proceeding in accordance with the terms of such policies.

      9. Severability. Each of the provisions of this Agreement is a separate
and distinct agreement and independent of the others, so that if any provisions
hereof shall be held to be invalid or unenforceable for any reason or under any
circumstances, such invalidity or unenforceability shall not affect the validity
or enforceability of the other provisions hereof or the application of the
invalid or unenforceable provision under other circumstances. Furthermore, to
the fullest extent possible, the provisions of this Agreement (including,
without limitation, each portion of this Agreement containing any provision held
to be invalid, void or otherwise unenforceable, that is not itself invalid, void
or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.

      10. Further Assurances. The parties shall do, execute and deliver, or
shall cause to be done, executed and delivered, all such further acts, documents
and things as may be reasonably required for the purpose of giving effect to
this Agreement and the transactions contemplated hereby.

      11. Successors; Binding Agreement; No Third Party Beneficiaries. This
Agreement shall be binding on and shall inure to the benefit of and be
enforceable by the Company's successors and assigns and by Indemnitee's personal
or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. Except for the foregoing persons and
entities, nothing in this Agreement, express or implied, is intended to or shall
be deemed to confer upon any person or entity other than the parties hereto any
rights or remedies under or by reason of this Agreement or any provision of this
Agreement. The Company shall require any successor or assignee (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company, by written agreement
in form and substance reasonably satisfactory to the Company and to Indemnitee,
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform if no such
succession or assignment had taken place.

      12. Counterparts. This Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original (including facsimile signatures), but all such counterparts shall
together constitute one and the same instrument.

      13. Corporate Power and Authority; Due Authorization; Valid and Binding
Obligation. The Company represents and warrants that (a) it has the corporate
power and authority to execute, deliver and perform its obligations under this
Agreement, (b) this Agreement has been duly authorized, executed and delivered
by the Company, (c) upon the execution and delivery of this Agreement by the
Indemnitee, this Agreement will constitute a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, (d) the
execution, delivery and performance of its obligations under this Agreement by
the Company does not and will not breach, violate or cause a termination,
default or acceleration under its Memorandum of Association or Bye-Laws or any
agreement, document,

                                     - 6 -

<PAGE>

instrument, policy (insurance or otherwise), or arrangement to which it is a
party or is bound and (e) Indemnitee is relying upon this Agreement in serving
in an Indemnified Position.

      14. Specific Performance. It is specifically understood and agreed that
any breach or threatened breach of this Agreement by the Company will result in
irreparable injury to Indemnitee, that the remedy at law alone will be an
inadequate remedy for such breach or threatened breach and that, in addition to
any other remedy for such breach or threatened breach, the Indemnitee shall be
entitled to enforce the provisions of this Agreement through both temporary and
permanent injunctive relief, without the necessity of (a) proving actual
damages, but without limitation of the rights to recover such damages and (b)
posting a bond or other security.

      15. Miscellaneous. No provision of this Agreement may be modified, waived,
or discharged unless the modification, waiver or discharge is agreed to in
writing signed by Indemnitee and either the Chairman of the Board or the
President of the Company or another officer of the Company specifically
designated by the Board. No waiver by either party at any time of any breach by
the other party of, or of compliance with, any condition or provision of this
Agreement to be performed by the other party shall be deemed a waiver of similar
or dissimilar provisions or conditions at the same time or at any prior or
subsequent time. The assertion or employment of any right or remedy hereunder,
or otherwise, shall not prevent the concurrent assertion or employment of any
other right or remedy. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party that are not set forth expressly in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of Bermuda, without giving effect to the principles of conflict of
laws of that or any other jurisdiction. The headings in this Agreement are for
convenience only and shall not affect the interpretation of any provision of
this Agreement. All communications under this Agreement shall be in writing and
shall be deemed effectively given: (a) upon personal delivery to the party to be
notified; (b) when sent by confirmed facsimile if sent during normal business
hours of the recipient; (c) seven days after having been sent by registered or
certified mail, return receipt requested, postage prepaid; or (d) two days after
deposit with an internationally recognized overnight courier, specifying two day
or prior delivery, with written verification of receipt. All communications
under this Agreement to the (i) Company shall be sent to its principal place of
business to the attention of the Secretary and (ii) Indemnitee shall be sent to
his residential mailing address on file with the Company.

            (The remainder of this page is intentionally left blank.)

                                     - 7 -

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

                                      INDEMNITEE

                                      /s/ T. Wayne Davis  
                                      ------------------------------------------
                                      Name: T. Wayne Davis  

                                      ENSTAR GROUP LIMITED

                                      By: /s/ Richard J. Harris
                                          --------------------------------------
                                      Name: Richard J. Harris
                                      Title: Chief Financial Officer

                                     - 8 -

<PAGE>

                                                                       Exhibit A

                                     [Date]

[Company name and Address]

Ladies and Gentlemen:

      I have entered into an Indemnification Agreement, made as of January 31,
2007 (the "Indemnification Agreement"), with Enstar Group Limited (formerly
known as Castlewood Holdings Limited) (the "Company") pursuant to which I am
entitled to advancement of expenses. I understand that the entry into of this
undertaking is a condition to the Company's obligations to advance expenses
under the Indemnification Agreement.

      Please accept this letter as my undertaking to repay Advanced Amounts (as
defined in the Indemnification Agreement) if it shall ultimately be determined
in a final, nonappealable judgment or decree that I am not entitled to be
indemnified by the Company. I agree to repay any amounts to the Company within
fifteen business days of any demand therefore pursuant to this undertaking.

      This undertaking shall survive any termination or rescission of the
Indemnification Agreement, unless agreed otherwise by the Company.

      The validity, interpretation, construction and performance of this
undertaking shall be governed by the laws of Bermuda, without giving effect to
the principles of conflict of laws of that or any other jurisdiction.

                                   Sincerely,

<PAGE>

                                                                   EXHIBIT 10.11

                            INDEMNIFICATION AGREEMENT

      THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made as of January 31,
2007, between ENSTAR GROUP LIMITED (formerly known as Castlewood Holdings
Limited), a company organized under the laws of Bermuda (the "Company"), and 
T. WHIT ARMSTRONG ("Indemnitee").

                                     RECITAL

      The Second Amended and Restated Bye-Laws of the Company, as may be amended
from time to time (the "Bye-Laws") contain provisions indemnifying the Company's
directors and officers with respect to certain liabilities and expenses.
Indemnitee is currently serving as a director of the Company's Board of
Directors (the "Board"), and the Board has determined that it is in the best
interests of the shareholders of the Company for the Company to provide
Indemnitee with additional assurance of protection against personal liability
pursuant to and in furtherance of the Bye-Laws, as provided in this Agreement.

                                    AGREEMENT

      NOW, THEREFORE, in consideration of the foregoing recital and of other
good and valuable consideration, the receipt and sufficiency of which is
acknowledged, the parties, intending to be legally bound, agree as follows:

      1. Indemnification.

           (a) The Company shall hold harmless and indemnify and reimburse

Indemnitee against all liabilities, costs, expenses (including without
limitation, investigation expenses and expert witnesses' and attorneys' fees),
judgments, penalties, fines, excise taxes, interest and amounts paid or to be
paid in settlement in connection with any threatened, pending or completed
action, suit, arbitration, alternate dispute resolution mechanism,
investigation, administrative hearing, or proceeding (collectively, a
"Proceeding"), in which Indemnitee was or is a party or a witness, or is
threatened to be made a party or a witness, including without limitation,
actions by or in the right of the Company, whether civil, criminal,
administrative, regulatory or investigative, by reason that, either before or
after the date hereof, Indemnitee is or was a director, officer, employee,
agent, fiduciary, or other representative of the Company, or is or was serving
while a director, officer, employee, agent, fiduciary, or other representative
of the Company at the request of the Company as a director, officer, employee,
agent, fiduciary, or other representative of another corporation (for profit or
not-for-profit), limited liability company, partnership, joint venture, trust,
employee benefit plan or other entity or enterprise ("Indemnified Position").
Notwithstanding anything to the contrary set forth in this Agreement, the term
"Proceeding" shall not include any action or proceeding commenced by Indemnitee,
other than (i) mandatory counterclaims, (ii) affirmative defenses, (iii) as
permitted by the Company and (iv) actions or proceedings to enforce the terms of
this Agreement.

           (b) If Indemnitee is entitled under this Agreement to indemnification
by the Company for a portion of the Indemnified Amounts (defined below) but not
for the total


<PAGE>

 amount thereof, the Company shall nevertheless
indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

            (c) The Company shall not settle any Proceeding in any manner which
would impose any penalty or limitation of any kind or nature on Indemnitee
without Indemnitee's prior written consent.

      2. Limitations on Indemnification. Notwithstanding any other provision of
this Agreement, Indemnitee shall not be entitled to indemnification under
Section 1:

            (a) if the claim, obligation or liability with respect to which
indemnity is sought shall have been determined by a court of competent
jurisdiction, by a final, nonappealable judgment or decree, to have resulted
from Indemnitee's fraud or dishonesty;

            (b) if a court of competent jurisdiction shall determine, by a
final, nonappealable judgment or decree, that such indemnity is prohibited under
applicable law;

            (c) on account of any suit in which judgment is rendered for an
accounting of profits made from the purchase or sale by Indemnitee of securities
of the Company in violation of the provisions of Section 16(b) of the Securities
Exchange Act of 1934, as amended, and amendments thereto or similar provisions
of any U.S. federal or state statutory law or any Bermuda statutory law; or

            (d) on account of any suit brought against Indemnitee for misuse or
misappropriation of non-public information, or otherwise involving Indemnitee's
status as an "insider" of the Company, in connection with any purchase or sale
by Indemnitee of securities of the Company, and judgment is rendered against
Indemnitee in such suit.

      3. Other Indemnification Arrangements. The Company's purchase,
establishment and maintenance of insurance or similar protection or other
arrangements, including, but not limited to, the Bye-Laws, providing a trust
fund, letter of credit or surety bond (collectively, "Indemnification
Arrangements") on behalf of Indemnitee against any liability asserted against
him or her or incurred by or on his or her behalf in his or her Indemnified
Position, whether or not the Company would have the power to indemnify him or
her against such liability under the provisions of this Agreement or under
applicable law, shall not in any way limit or affect the rights and obligations
of the Company or of Indemnitee under this Agreement, and the execution and
delivery of this Agreement by the Company and Indemnitee shall not in any way
limit or affect the rights and obligations of the Company or the other party or
parties thereto under any Indemnification Arrangement. All amounts payable by
the Company pursuant to this Section 3 or Section 1 are referred to as
"Indemnified Amounts."

      4. Advance Payment of Indemnified Amounts.

            (a) Subject to Section 4(b), Indemnitee hereby is granted the right
to receive in advance of a final, nonappealable judgment or other final,
nonappealable adjudication of a Proceeding the amount of any and all expenses,
including, without limitation, attorney's

                                     - 2 -

<PAGE>

fees, expended or incurred by Indemnitee in connection with any Proceeding (such
amounts so expended or incurred, "Advanced Amounts").

            (b) In making any request for Advanced Amounts, Indemnitee shall
submit to the Company an undertaking by or on behalf of Indemnitee to repay the
Advanced Amounts if it shall ultimately be determined in a final, nonappealable
judgment or decree that he or she is not entitled to be indemnified by the
Company. The undertaking shall be in the form attached hereto as Exhibit A. The
Company shall pay to Indemnitee without the need for action by the Board
Advanced Amounts within five days of its receipt of appropriate documentation
and information evidencing the Advanced Amounts provided that Indemnitee has
previously provided the Company with the undertaking required to be provided by
Indemnitee pursuant to this Section 4(b).

      5. Procedure for Payment of Indemnified Amounts.

            (a) To obtain indemnification under this Agreement, Indemnitee shall
submit to the Company a written request for payment of the appropriate
Indemnified Amounts, with such documentation and information to accompany such
request as is reasonably available to Indemnitee and reasonably necessary for
the Company to determine whether and to what extent Indemnitee is entitled to
indemnification.

            (b) The Company shall pay Indemnitee the Indemnified Amounts unless
it is established that Indemnitee has not met any applicable standard of conduct
required in this Agreement or applicable law. For purposes of determining
whether Indemnitee is entitled to Indemnified Amounts, in order to deny
indemnification to Indemnitee, the Company shall have the burden of proof in
establishing that Indemnitee did not meet the applicable standard of conduct
required to qualify for indemnification. In this regard, a termination of any
Proceeding by judgment, order, plea of nolo contendere, settlement or conviction
shall not create a presumption that Indemnitee did not meet the applicable
standard of conduct required to qualify for indemnification.

            (c) Any determination that Indemnitee has not met the applicable
standard of conduct required to qualify for indemnification shall be made either
(i) by the Board by a unanimous vote of all directors who were not parties to
the Proceeding or (ii) by independent legal counsel (who may be the outside
counsel regularly employed by the Company, so long as it has not advised any
party in the subject matter of the Proceeding or the Proceeding itself) approved
in advance in writing by both the highest ranking executive officer of the
Company who is not party to the Proceeding and by Indemnitee. The fees and
expenses of counsel in connection with making the determination contemplated
hereunder shall be paid by the Company, and, if requested by such counsel, the
Company shall give such counsel an appropriate written agreement with respect to
the payment of their fees and expenses and such other matters as may be
reasonably requested by such counsel.

            (d) The Company shall use its best efforts to conclude as soon as
practicable (but in no event later than 60 days from the date of Indemnitee's
request for indemnification pursuant to Section 5(a)) any requested
determination pursuant to Section 5(c) and shall promptly advise Indemnitee in
writing with respect to any determination that

                                     - 3 -

<PAGE>

Indemnitee is or is not entitled to indemnification, including a reasonably
detailed description of any reason or basis for which indemnification has been
denied. Payment of any applicable Indemnified Amounts shall be made to
Indemnitee within five days after any determination of Indemnitee's entitlement
to indemnification.

            (e) Notwithstanding the foregoing, at any time after 30 days after
Indemnitee's request for indemnification pursuant to Section 5(a) (or upon
receipt of written notice that a claim for Indemnified Amounts has been
rejected, if earlier), and before three years after a claim for Indemnified
Amounts has been delivered by Indemnitee to the Company, Indemnitee may petition
a court of competent jurisdiction to determine whether Indemnitee is entitled to
indemnification under the provisions of this Agreement, and such court shall
thereupon have the exclusive authority to make such determination unless and
until the court dismisses or otherwise terminates the action without having made
such determination. The court shall, as petitioned, make an independent
determination of whether Indemnitee is entitled to indemnification as provided
under this Agreement, irrespective of any prior determination made by the Board
or independent counsel and without being provided or having evidence or
testimony regarding any such prior determination. If the court determines that
Indemnitee is entitled to indemnification as to any claim, issue or matter
involved in the Proceeding with respect to which there has been no prior
determination pursuant to this Agreement or with respect to which there has been
a prior determination that Indemnitee was not entitled to indemnification
hereunder, the Company shall pay all expenses, including attorneys' fees,
actually incurred by Indemnitee in connection with obtaining such judicial
determination, as well as Indemnified Amounts relating thereto.

            (f) Nothing set forth in this Section 5 shall limit or affect the
timing or amount, or the right of Indemnitee to payment, of any Advanced Amounts
pursuant to Section 4.

      6. Agreement Not Exclusive: Subrogation Rights, etc.

            (a) This Agreement shall not be deemed exclusive of and shall not
diminish any other rights Indemnitee may have to be indemnified, insured or
otherwise protected against any liability, cost, expense (including, without
limitation, investigation expenses and expert witnesses and attorney's fees),
judgment, penalty, fine, excise tax, interest or amount paid or to be paid in
settlement by the Company, any subsidiary of the Company, or any other person or
entity under any memorandum of association, charter, bylaw, law, agreement,
policy of insurance or similar protection, vote of shareholders or directors,
disinterested or not, or otherwise, whether or not now in effect, both as to
actions in Indemnitee's official capacity with the Company, and as to actions in
another capacity while holding such office, including Indemnitee's right to
contribution as may be available under applicable law. The Company's obligations
to make payments of Indemnified Amounts hereunder shall be satisfied to the
extent that payments with respect to the same Proceeding (or part thereof) have
been made to or for the benefit of Indemnitee by reason of the indemnification
of Indemnitee pursuant to any other arrangement made by the Company for the
benefit of Indemnitee.

            (b) If Indemnitee shall actually receive payment from any insurance
carrier or from the plaintiff in any Proceeding against Indemnitee in respect of
Indemnified Amounts after payments on account of all or part of such Indemnified
Amounts have been made

                                     - 4 -

<PAGE>

by the Company pursuant hereto, Indemnitee shall promptly reimburse to the
Company the amount, if any, by which the sum of such payment by such insurance
carrier or such plaintiff and payments by the Company or pursuant to
arrangements made by the Company to Indemnitee exceeds such Indemnified Amounts.
Portions, if any, of insurance proceeds that are required to be reimbursed to
the insurance carrier under the terms of its insurance policy, such as
deductible or co-insurance payments, shall not be deemed to be payments to
Indemnitee hereunder. In addition, upon payment of Indemnified Amounts
hereunder, the Company shall be subrogated to the rights of Indemnitee receiving
such payments (to the extent thereof) against any insurance carrier (to the
extent permitted under such insurance policies) or plaintiff in respect of such
Indemnified Amounts and Indemnitee shall execute and deliver any and all
instruments and documents and perform any and all other acts or deeds that the
Company deems reasonably necessary or advisable to secure such rights; provided
that the Company reimburses Indemnitee for any costs, expenses or liabilities
incurred by it in providing such cooperation. Such right of subrogation shall be
terminated upon receipt by the Company of the amount to be reimbursed by
Indemnitee pursuant to the first sentence of this Section 6(b).

      7. Additional Indemnification Rights. Notwithstanding any other provision
of this Agreement, the Company hereby agrees to indemnify Indemnitee to the
fullest extent permitted by applicable law, notwithstanding that such
indemnification may not be specifically authorized by the other provisions of
this Agreement, the Bye-Laws or by statute. If there is any change, after the
date of this Agreement, in any applicable law, statute or rule, whether by case
law or otherwise, that expands the right of a Bermuda company to indemnify a
member of its board of directors, such changes shall be, ipso facto, within the
purview of Indemnitee's rights and Company's obligations, under this Agreement.
If there is any change in any applicable law, statute or rule that narrows the
right of a Bermuda company to indemnify a member of its board of directors, such
changes, to the extent not otherwise mandatorily required by such law, statute
or rule to be applied to this Agreement, shall have no effect on this Agreement
or the parties, rights and obligations hereunder.

      8. Insurance.

            (a) If the Company maintains directors and officers liability
insurance to protect itself and any of its directors or officers against any
expense, liability or loss, and such insurance may cover Indemnitee, such
insurance shall cover Indemnitee to at least the same extent as any other
director or officer of the Company. If at any point (i) such insurance ceases to
cover acts and omissions occurring during all or any part of the period of
Indemnitee's Indemnified Position or (ii) neither the Company nor any of its
subsidiaries maintains any such insurance, the Company shall ensure that
Indemnitee is covered, for at least six years (or such shorter period as is
available on commercially reasonable terms) from such point, by other directors
and officers liability insurance, in amounts and on terms (including the period
of Indemnitee's Indemnified Position) no less favorable (or such other
commercially reasonable amounts and terms as are available) to Indemnitee than
the amounts and terms of the liability insurance maintained by the Company on
the date hereof, provided that such insurance is available on commercially
reasonable terms.

            (b) The Company shall give prompt notice of the commencement of a
Proceeding to the insurers in accordance with the procedures set forth in the
respective policies.

                                     - 5 -

<PAGE>

The Company shall thereafter take reasonable action to cause such insurers to
pay, on behalf of the Indemnitee, all amounts payable as a result of such
Proceeding in accordance with the terms of such policies.

      9. Severability. Each of the provisions of this Agreement is a separate
and distinct agreement and independent of the others, so that if any provisions
hereof shall be held to be invalid or unenforceable for any reason or under any
circumstances, such invalidity or unenforceability shall not affect the validity
or enforceability of the other provisions hereof or the application of the
invalid or unenforceable provision under other circumstances. Furthermore, to
the fullest extent possible, the provisions of this Agreement (including,
without limitation, each portion of this Agreement containing any provision held
to be invalid, void or otherwise unenforceable, that is not itself invalid, void
or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.

      10. Further Assurances. The parties shall do, execute and deliver, or
shall cause to be done, executed and delivered, all such further acts, documents
and things as may be reasonably required for the purpose of giving effect to
this Agreement and the transactions contemplated hereby.

      11. Successors; Binding Agreement; No Third Party Beneficiaries. This
Agreement shall be binding on and shall inure to the benefit of and be
enforceable by the Company's successors and assigns and by Indemnitee's personal
or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. Except for the foregoing persons and
entities, nothing in this Agreement, express or implied, is intended to or shall
be deemed to confer upon any person or entity other than the parties hereto any
rights or remedies under or by reason of this Agreement or any provision of this
Agreement. The Company shall require any successor or assignee (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company, by written agreement
in form and substance reasonably satisfactory to the Company and to Indemnitee,
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform if no such
succession or assignment had taken place.

      12. Counterparts. This Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original (including facsimile signatures), but all such counterparts shall
together constitute one and the same instrument.

      13. Corporate Power and Authority; Due Authorization; Valid and Binding
Obligation. The Company represents and warrants that (a) it has the corporate
power and authority to execute, deliver and perform its obligations under this
Agreement, (b) this Agreement has been duly authorized, executed and delivered
by the Company, (c) upon the execution and delivery of this Agreement by the
Indemnitee, this Agreement will constitute a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, (d) the
execution, delivery and performance of its obligations under this Agreement by
the Company does not and will not breach, violate or cause a termination,
default or acceleration under its Memorandum of Association or Bye-Laws or any
agreement, document,

                                     - 6 -

<PAGE>

instrument, policy (insurance or otherwise), or arrangement to which it is a
party or is bound and (e) Indemnitee is relying upon this Agreement in serving
in an Indemnified Position.

      14. Specific Performance. It is specifically understood and agreed that
any breach or threatened breach of this Agreement by the Company will result in
irreparable injury to Indemnitee, that the remedy at law alone will be an
inadequate remedy for such breach or threatened breach and that, in addition to
any other remedy for such breach or threatened breach, the Indemnitee shall be
entitled to enforce the provisions of this Agreement through both temporary and
permanent injunctive relief, without the necessity of (a) proving actual
damages, but without limitation of the rights to recover such damages and (b)
posting a bond or other security.

      15. Miscellaneous. No provision of this Agreement may be modified, waived,
or discharged unless the modification, waiver or discharge is agreed to in
writing signed by Indemnitee and either the Chairman of the Board or the
President of the Company or another officer of the Company specifically
designated by the Board. No waiver by either party at any time of any breach by
the other party of, or of compliance with, any condition or provision of this
Agreement to be performed by the other party shall be deemed a waiver of similar
or dissimilar provisions or conditions at the same time or at any prior or
subsequent time. The assertion or employment of any right or remedy hereunder,
or otherwise, shall not prevent the concurrent assertion or employment of any
other right or remedy. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party that are not set forth expressly in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of Bermuda, without giving effect to the principles of conflict of
laws of that or any other jurisdiction. The headings in this Agreement are for
convenience only and shall not affect the interpretation of any provision of
this Agreement. All communications under this Agreement shall be in writing and
shall be deemed effectively given: (a) upon personal delivery to the party to be
notified; (b) when sent by confirmed facsimile if sent during normal business
hours of the recipient; (c) seven days after having been sent by registered or
certified mail, return receipt requested, postage prepaid; or (d) two days after
deposit with an internationally recognized overnight courier, specifying two day
or prior delivery, with written verification of receipt. All communications
under this Agreement to the (i) Company shall be sent to its principal place of
business to the attention of the Secretary and (ii) Indemnitee shall be sent to
his residential mailing address on file with the Company.

            (The remainder of this page is intentionally left blank.)

                                     - 7 -

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

                                      INDEMNITEE

                                      /s/ T. Whit Armstrong
                                      ------------------------------------------
                                      Name: T. Whit Armstrong

                                      ENSTAR GROUP LIMITED

                                      By: /s/ Richard J. Harris
                                          --------------------------------------
                                      Name: Richard J. Harris
                                      Title: Chief Financial Officer

                                     - 8 -

<PAGE>

                                                                       Exhibit A

                                     [Date]

[Company name and Address]

Ladies and Gentlemen:

      I have entered into an Indemnification Agreement, made as of January 31,
2007 (the "Indemnification Agreement"), with Enstar Group Limited (formerly
known as Castlewood Holdings Limited) (the "Company") pursuant to which I am
entitled to advancement of expenses. I understand that the entry into of this
undertaking is a condition to the Company's obligations to advance expenses
under the Indemnification Agreement.

      Please accept this letter as my undertaking to repay Advanced Amounts (as
defined in the Indemnification Agreement) if it shall ultimately be determined
in a final, nonappealable judgment or decree that I am not entitled to be
indemnified by the Company. I agree to repay any amounts to the Company within
fifteen business days of any demand therefore pursuant to this undertaking.

      This undertaking shall survive any termination or rescission of the
Indemnification Agreement, unless agreed otherwise by the Company.

      The validity, interpretation, construction and performance of this
undertaking shall be governed by the laws of Bermuda, without giving effect to
the principles of conflict of laws of that or any other jurisdiction.

                                   Sincerely,

<PAGE>

                                                                   Exhibit 10.12


                              EMPLOYMENT AGREEMENT

          This EMPLOYMENT AGREEMENT is dated January 31, 2007, to take
effect as of the Closing Date referred to in Section 1 hereof, between
Castlewood Holdings Limited, a Bermuda corporation ("Company"), Castlewood (US)
Inc., a Delaware corporation ("Castlewood (US)"), and John J. Oros
("Executive").

                                   BACKGROUND

          Company and Castlewood (US) desire to employ Executive, and Executive
desires to be an employee of Company and Castlewood (US), on the terms and
conditions contained in this Agreement.

          NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein and intending to be legally bound hereby, the
parties hereto agree as follows:

                                      TERMS

1. CAPACITY AND DUTIES

     1.1 EMPLOYMENT; ACCEPTANCE OF EMPLOYMENT. Company and Castlewood (US)
hereby employ Executive and Executive hereby agrees to be employed by Company
and Castlewood (US) for the period and upon the terms and conditions hereinafter
set forth. Effective on the Closing Date, as defined in the Agreement and Plan
of Merger, dated on or about May 23, 2006 and amended on November 21, 2006 (the
"Merger Agreement"), among Company, CWMS Merger Corp., a Georgia corporation and
a direct wholly-owned subsidiary of Company, and The Enstar
 Group, Inc.
("Enstar"), a Georgia corporation, the Employment Agreement between Enstar and
Executive dated March 2, 2000 and any other employment agreements between
Executive and Enstar or any affiliate thereof are hereby terminated and the
rights and obligations of each party shall be governed by this Agreement. For
the avoidance of doubt, the consummation of the transactions contemplated in the
Merger Agreement shall not be a "Change in Control" for purposes of this
Agreement. In the event the Merger Agreement is terminated pursuant to the
provisions thereof, this Agreement shall become void and shall have no effect,
and the terms of the Employment Agreement, as dated March 2, 2000 and as in
effect immediately prior to the execution of this Agreement shall continue in
full force and effect.

<PAGE>
     1.2 CAPACITY AND DUTIES.

          (a) Executive shall serve as Executive Chairman of Company, and shall
perform such duties and shall have such authority consistent with his position
as may from time to time be specified by the Board of Directors of Company.
Executive shall report directly to the Board of Directors of Company and his
principal place of business shall be Company's office in Bermuda. It is
recognised that extensive travel may be necessary or appropriate in connection
with the performance of Executive's duties as Executive Chairman of Company.
Executive shall not conduct any business in the United States in his capacity as
Executive Chairman of the Company.

          Executive shall also serve as Executive Chairman of Castlewood (US),
and shall perform such duties and shall have such authority consistent with his
position as may from time to time be specified by the Board of Directors of
Castlewood (US). Executive shall report directly to the Board of Directors of
Castlewood (US) and his principal place of business shall be Company's office in
New York City.

          (b) Executive shall devote 50% of his full working time (at least 70
hours per month including travel time and including paid vacation as provided in
Section 3.4), energy, skill and best efforts to the performance of his duties
hereunder, in a manner that will comply with Company's and Castlewood (US)'s
rules and policies and will faithfully and diligently further the business and
interests of Company and Castlewood (US). Executive shall not be employed by or
participate or engage in or in any manner be a part of the management or
operation of any business enterprise other than Company and Castlewood (US)
without the prior written consent of Company and Castlewood (US), which consent
may be granted or withheld in the reasonable discretion of the Board of
Directors of Company and Castlewood (US). Notwithstanding anything herein to the
contrary, nothing shall preclude Executive from (i) serving on the boards of
directors of a reasonable number of other corporations or the boards of a
reasonable number of trade associations and/or charitable organizations, (ii)
serving as an officer or director of J.C. Flowers & Co. LLC and its affiliates,
(iii) engaging in charitable, community and other business affairs, and (iv)
managing his personal investments and affairs, provided that such activities do
not materially interfere with the proper performance of his responsibilities and
duties hereunder.

2. TERM OF EMPLOYMENT

     2.1 TERM. The term of Executive's employment hereunder shall be five years
commencing on the Closing Date, as further extended or unless sooner terminated
in accordance with the other provisions hereof (the "Term"). Except as
hereinafter provided, on the fifth anniversary of the commencement date and on
each subsequent anniversary thereof, the Term shall be automatically extended
for one year unless either party shall have given to the other party written
notice of termination of this Agreement at least 120 days prior to such
anniversary. If written notice of termination is given as provided above,
Executive's employment under this Agreement shall terminate on the last day of
the Term.


                                      -2-

<PAGE>
3. COMPENSATION

     3.1 BASIC COMPENSATION. As compensation for Executive's services, during
the first twelve months of the Term, Castlewood (US) shall pay to Executive a
salary at the annual rate of $282,500 payable in periodic installments in
accordance with Castlewood (US)'s regular payroll practices in effect from time
to time. For each subsequent twelve-month period of Executive's employment
hereunder, Executive's salary shall be in the amount of his initial annual
salary with such increases as may be established by the Board of Directors of
Castlewood (US) in consultation with Executive, provided that the increase in
base salary with respect to each subsequent twelve-month period shall not be
less than the product of Executive's base salary multiplied by the annual
percentage increase in the retail price index (expressed as a decimal) for the
United States, as reported in the most recent report of the U.S. Department of
Labor for the preceding twelve-month period. The resulting base salary will be a
percentage of the annual base salary of the Chief Executive Officer of the
Company with the guideline for such percentage being 50% but this can be varied
by the Compensation Committee of the Company. Once increased, Executive's annual
salary cannot be decreased without the written consent of Executive. Executive's
annual salary, as determined in accordance with this Section 3.1, is hereinafter
referred to as his "Base Salary."

     3.2 PERFORMANCE BONUS. Executive shall, following the completion of each
fiscal year of Company during the Term, be eligible for a performance bonus in
accordance with the performance bonus plan established by Company; it being
understood that Executive's performance bonus opportunity will be a percentage
of the performance bonus opportunity of the Chief Executive Officer of the
Company with the guideline for this percentage being 50% but this can be varied
by the Compensation Committee of the Company. Executive shall also be eligible
for additional equity and other incentive awards, at a level commensurate with
his position of Executive Chairman and in accordance with the policies and
practices of Company; it will be a percentage of the equity and other incentive
award opportunity afforded the Chief Executive Officer of the Company with the
guideline for this percentage being 50% but this can be varied by the
Compensation Committee of the Company.

     3.3 EMPLOYEE BENEFITS. During the Term, Executive shall be entitled to
participate in Castlewood (US)'s 401(k) plan and to receive the medical, dental
and long term disability coverage under Castlewood (US)'s benefit plans, as
Castlewood (US) may provide from time to time, and such other benefits that
Castlewood (US) makes available to its senior management and, to the extent
Executive's entitlement does result in a duplication of benefits, Company makes
available to its senior management. In addition, during the Term Executive shall
be entitled to and Castlewood (US) shall provide or cause to be provided to
Executive the following:

          (a) a life insurance policy in the amount of five times Executive's
Base Salary, provided that Executive assists Company in the procurement of such
policy


                                      -3-

<PAGE>
(including, without limitation, submitting to any required physical examinations
and completing accurately any applicable applications and or questionnaires);

          (b) fully comprehensive medical and dental coverage under Castlewood
(US)'s benefit plan for Executive, his spouse and dependents and an annual
medical examination for same;

          (c) long term disability coverage, including coverage for serious
illness, and full compensation paid by Castlewood (US) during the period up to
and until Executive begins receiving benefits under such long term disability
plan. In the event that the generally applicable group long-term disability plan
contains a limitation on benefits that would result in Executive's being
entitled to benefit payments under such plan which are less than 50% of his
salary, Castlewood (US) shall provide Executive with an individual disability
policy paying a benefit amount that, when coupled with the group policy benefit
payable, would provide Executive with aggregate benefits in connection with his
long-term disability equal to 50% of such salary (provided that, if an
individual policy can not be obtained for such amount on commercially reasonable
rates and on commercially reasonable terms, Castlewood (US) shall provide
Executive with a policy providing for the greatest amount of individual coverage
that is available on such standard terms and rates). Provision of any individual
disability policy will also be contingent upon Executive being able to be
insured at commercially reasonable rates and on commercially reasonable terms
and upon Executive assisting Castlewood (US) in the procurement of such policy
(including, without limitation, submitting to any required physical examinations
and completing accurately any applicable applications and or questionnaires);
and

          (d) payment from Castlewood (US) of an amount equal to 10% of
Executive's Base Salary, less an amount, if any, equal to non-elective employer
contributions made to Castlewood (US)'s 401(k) plan for the benefit of
Executive, each year to Executive as contribution to his pension plans.

     3.4 VACATION. During the Term, Executive shall be entitled to a paid
vacation of 15 days per year (including 15 days during 2006).

     3.5 EXPENSE REIMBURSEMENT. Castlewood (US) shall reimburse Executive for
all reasonable out-of-pocket expenses incurred by him in connection with the
performance of his duties under this Agreement in accordance with its regular
reimbursement policies as in effect from time to time.

4. TERMINATION OF EMPLOYMENT

     4.1 DEATH OF EXECUTIVE. If Executive dies during the Term, and for the year
in which Executive dies, Company achieves the performance goals established in
accordance with any incentive plan in which Executive participates, Castlewood
(US) shall pay Executive's estate on the date set forth in such plan an amount
equal to the bonus that Executive would have received had he been employed by
Company or one of 


                                      -4-

<PAGE>
its affiliates for the full year, multiplied by a fraction, the numerator of
which is the number of calendar days Executive was employed in such year and the
denominator of which is 365. In addition, Executive's spouse and dependents (if
any) shall be entitled for a period ending on December 31 of the second calendar
year commencing on the date of termination, to continue to receive medical
benefits coverage (as described in Section 3.3) at Castlewood's expense if and
to the extent Castlewood (US) was paying for such benefits for Executive's
spouse and dependents at the time of Executive's death.

     4.2 DISABILITY. If Executive is or has been materially unable for any
reason to perform his duties hereunder for 120 days during any period of 150
consecutive days, Company and Castlewood (US) shall have the right to terminate
Executive's employment upon 30 days' prior written notice to Executive at any
time during the continuation of such inability. In the event of termination
under this Section 4.2, (a) Castlewood (US) shall thereafter be obligated to
continue to pay Executive's Base Salary for a period of 36 months, periodically
in accordance with Castlewood (US)'s regular payroll practices, unless Executive
is at such time a "specified employee" for purposes of Section 409A ("Section
409A") of the Internal Revenue Code of 1986, as amended, in which event payment
shall not commence until the first business day after the six month anniversary
of such termination of employment, at which time the amounts that would
otherwise have been paid during such six months shall be paid in a lump sum, and
(b) Castlewood (US), on the 10th day following the date of termination, shall
pay any other amounts (including salary, bonuses, expense reimbursement, etc.)
that have been fully earned by, but not yet paid to, Executive under this
Agreement as of the date of such termination. The amount of payments to
Executive under disability insurance policies paid for by Castlewood (US) shall
be credited against and shall reduce the Base Salary otherwise payable by
Castlewood (US) following termination of employment. If, for the year in which
Executive's employment is terminated pursuant to this Section 4.2, Company
achieves the performance goals established in accordance with any incentive plan
in which Executive participates, Castlewood (US) shall pay Executive an amount
equal to the bonus that Executive would have received had he been employed by
Company and Castlewood (US) for the full year, multiplied by a fraction, the
numerator of which is the number of calendar days Executive was employed in such
year and the denominator of which is 365; such amount shall be paid on the date
set forth in such bonus plan or, if later and if required to comply with Section
409A, on the first business day after the six month anniversary of such
termination of employment. Executive shall be entitled for a period ending on
December 31 of the second calendar year commencing on the date of termination,
to continue to receive at Castlewood (US)'s expense medical benefits coverage
(as described in Section 3.3) for Executive and Executive's spouse and
dependents (if any) if and to the extent Castlewood (US) was paying for such
benefits to Executive and Executive's spouse and dependents at the time of such
termination.

     4.3 TERMINATION FOR CAUSE. Executive's employment hereunder shall terminate
immediately upon notice that the Board of Directors of Company is terminating
Executive for Cause (as defined herein), in which event Company and Castlewood
(US) shall not thereafter be obligated to make any further payments hereunder
other than amounts (including salary, expense reimbursement, etc.) that have
been fully earned by, 


                                      -5-

<PAGE>
but not yet paid to, Executive under this Agreement as of the date of such
termination. "Cause" shall mean (a) fraud or dishonesty in connection with
Executive's employment that results in a material injury to Company, (b)
conviction of any felony or crime involving fraud or misrepresentation or (c)
after Executive has received written notice of the specific material and
continuing failure of Executive to perform his duties hereunder (other than
death or disability) and has failed to cure such failure within 30 days of
receipt of the notice, or (d) material and continuing failure to follow
reasonable instructions of the Board of Directors of Company or Castlewood (US)
after Executive has received prior written notice of the specific material and
continuing failure to follow instructions and has failed to cure such failure
within 30 days of receipt of the notice.

     4.4 TERMINATION WITHOUT CAUSE OR FOR GOOD REASON.

          (a) If (1) Executive's employment is terminated by Company or
Castlewood (US) for any reason other than Cause or the death or disability of
Executive, or (2) Executive's employment is terminated by Executive for Good
Reason (as defined herein):

               (i) Castlewood (US) shall pay Executive any amounts (including
salary, bonuses, expense reimbursement, etc.) that have been fully earned by,
but not yet paid to, Executive under this Agreement as of the date of such
termination;

               (ii) Castlewood (US) shall pay Executive a lump sum amount equal
to three times the Base Salary payable to him on the 10th day following the date
of such termination or if Executive is at such time a "specified employee" for
purposes of Section 409A, on the first business day following the six month
anniversary of such termination;

               (iii) Executive shall be entitled to continue to receive medical
benefits coverage (as described in Section 3.3) for Executive and Executive's
spouse and dependents (if any) at Castlewood (US)'s expense for a period ending
on December 31 of the second calendar year commencing on the date of
termination;

               (iv) Anything to the contrary in any other agreement or document
notwithstanding, each outstanding equity incentive award granted to Executive
before, on or within three years after the Closing Date shall become immediately
vested and exercisable on the date of such termination; and

               (v) In addition, if, for the year in which Executive is
terminated, Company achieves the performance goals established in accordance
with any incentive plan in which Executive participates, Castlewood (US) shall
pay an amount equal to the bonus that Executive would have received had he been
employed by Company or Castlewood (US) for the full year; such amount shall be
paid on the date set forth in such bonus plan or, if later and if required to
comply with Section 409A, on the first business day after the six month
anniversary of such termination of employment.


                                      -6-

<PAGE>
          (b) Upon making the payments described in this Section 4.4, Company
and Castlewood (US) shall have no further obligation to Executive under this
Agreement.

          (c) "Good Reason" shall mean the following:

               (i) material breach of Company's or Castlewood (US)'s obligations
hereunder, provided that Executive shall have given written notice thereof to
Company or Castlewood (US), as applicable, and Company and Castlewood (US) shall
have failed to remedy the circumstances within 30 days;

               (ii) in respect of Company, the relocation of Executive's
principal business office outside of Bermuda without the Executive's prior
agreement and, in respect of Castlewood (US), the relocation of Executive's
principal business office outside of New York City without the Executive's prior
agreement; or

               (iii) any material reduction in Executive's duties or authority.

     4.5 CHANGE IN CONTROL.

          (a) If, during the Term, there should be a Change of Control (as
defined herein), and within 1 year thereafter either (i) Executive's employment
should be terminated for any reason other than for Cause or (ii) Executive
terminates his employment for Good Reason (as defined in Section 4.4):

               (i) Castlewood (US) shall pay Executive any amounts (including
salary, bonuses, expense reimbursement, etc.) that have been fully earned by,
but not yet paid to, Executive under this Agreement as of the date of such
termination;

               (ii) Castlewood (US) shall pay Executive a lump sum amount equal
to three times Executive's then current Base Salary on the 10th day following
the date of such termination or if Executive is at such time a "specified
employee" for purposes of Section 409A, on the first business day after the six
month anniversary of such termination;

               (iii) Executive shall be entitled to continue to receive medical
benefits coverage (as described in Section 3.3) for Executive and Executive's
spouse and dependents (if any) at Castlewood (US)'s expense for a period of
ending on December 31 of the second calendar year commencing on the date of
termination;

               (iv) Anything to the contrary in any other agreement or document
notwithstanding, each outstanding equity incentive award granted to Executive
before, on or after the date hereof shall become immediately vested and
exercisable on the date of such termination; and

               (v) In addition, if, for the year in which Executive is
terminated, Company achieves the performance goals established in accordance
with any


                                      -7-
 

<PAGE>
incentive plan in which Executive participates, Castlewood (US) shall pay an
amount equal to the bonus that Executive would have received had he been
employed by Company or Castlewood (US) for the full year; such amount shall be
paid on the date set forth in such bonus plan or, if later and if required to
comply with Section 409A, on the first business day after the six month
anniversary of such termination of employment.

          (b) Upon making the payments described in this Section 4.5, Company
and Castlewood (US) shall have no further obligation to Executive under this
Agreement.

          (c) A "Change in Control" shall mean:

               (i) the acquisition by any person, entity or "group" required to
file a Schedule 13D or Schedule 14D-1 under the Securities Exchange Act of 1934
(the "1934 Act") (excluding, for this purpose, Company, its subsidiaries, any
employee benefit plan of Company or its subsidiaries which acquires ownership of
voting securities of Company, and any group that includes Executive) of
beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of
50% or more of either the then outstanding ordinary shares or the combined
voting power of Company's then outstanding voting securities entitled to vote
generally in the election of directors;

               (ii) the election or appointment to the Board of Directors of
Company, or resignation of or removal from the Board, of directors with the
result that the individuals who as of the date hereof constituted the Board (the
"Incumbent Board") no longer constitute at least a majority of the Board,
provided that any person who becomes a director subsequent to the date hereof
whose appointment, election, or nomination for election by Company's
shareholders, was approved by a vote of at least a majority of the Incumbent
Board (other than an appointment, election or nomination of an individual whose
initial assumption of office is in connection with an actual or threatened
election contest relating to the election of the directors of Company) shall be,
for purposes of this Agreement, considered as though such person were a member
of the Incumbent Board; or

               (iii) approval by the shareholders of Company of: (i) a
reorganization, merger or consolidation by reason of which persons who were the
shareholders of Company immediately prior to such reorganization, merger or
consolidation do not, immediately thereafter, own more than 50% of the combined
voting power of the reorganized, merged or consolidated company's then
outstanding voting securities entitled to vote generally in the election of
directors, or (ii) a liquidation or dissolution of Company or the sale,
transfer, lease or other disposition of all or substantially all of the assets
of Company (whether such assets are held directly or indirectly).

5. RESTRICTIVE COVENANTS

     5.1 RESTRICTIVE COVENANTS.


                                      -8-

<PAGE>
     (a) Executive acknowledges that he is one of a small number of key
executives and that in such capacity, he will have access to confidential
information of Company and its affiliates and will engage in key client
relationships on behalf of Company and that it is fair and reasonable for
protection of the legitimate interests of Company and the other key executives
of Company that he should accept the restrictions described in Exhibit A hereto.

     (b) Promptly following Executive's termination of employment, Executive
shall return to Company all property of Company, and all documents, accounts,
letters and papers of every description relating to the affairs and business of
Company or any of its subsidiaries, and copies thereof in Executive's possession
or under his control.

     (c) Executive acknowledges and agrees that the covenants and obligations of
Executive in Exhibit A and this Section 5.1 relate to special, unique and
extraordinary matters and that a violation of any of the terms of such covenants
and obligations will cause Company irreparable injury for which adequate
remedies are not available at law. Therefore, Executive agrees that Company
shall be entitled to an injunction, restraining order or such other equitable
relief (without the requirement to post bond) restraining Executive from
committing any violation of the covenants and obligations contained in Exhibit A
and this Section 5.1. These injunctive remedies are cumulative and are in
addition to any other rights and remedies Company may have at law or in equity.

     (d) Executive agrees that if he applies for, or is offered employment by
(or is to provide consultancy services to) any other person, firm, company,
business entity or other organization whatsoever (other than an affiliate of
Company) during the restriction periods set forth in Exhibit A, he shall
promptly, and before entering into any contract with any such third party,
provide to such third party a full copy of Exhibit A and this Section 5.1 in
order to ensure that such other party is fully aware of Executive's obligations
hereunder.

     5.2 INTELLECTUAL PROPERTY RIGHTS. Executive recognizes and agrees that
Executive's duties for Company or Castlewood (US) may include the preparation of
materials, including written or graphic materials for Company, Castlewood (US)
or their affiliates, and that any such materials conceived or written by
Executive shall be done within the scope of his employment as a "work made for
hire." Executive agrees that because any such work is a "work made for hire,"
Company (or the relevant affiliate of Company) will solely retain and own all
rights in said materials, including rights of copyright. Executive agrees to
disclose and assign to Company his entire right, title and interest in and to
all inventions and improvements related to Company's business or to the business
of Company's affiliates (including, but not limited to, all financial and sales
information), whether patentable or not, whether made or conceived by him
individually or jointly with others at any time during his employment by Company
or Castlewood (US) hereunder. Such inventions and improvements are to become and
remain the property of Company and Executive shall take such actions as are
reasonably necessary to effectuate the foregoing.



                                      -9-

<PAGE>
6. MISCELLANEOUS

     6.1 KEY EMPLOYEE INSURANCE. Company and Castlewood (US) shall each have the
right at their own expense to purchase insurance on the life of Executive, in
such amounts as it shall from time to time determine, of which either Company or
Castlewood (US), as applicable, shall be the beneficiary. Executive shall submit
to such physical examinations as may reasonably be required and shall otherwise
cooperate with Company in obtaining such insurance.

     6.2 INDEMNIFICATION/LITIGATION. Company and Castlewood (US) shall indemnify
and defend Executive against all claims arising out of Executive's activities as
an officer or employee of Company, Castlewood (US) or their affiliates to the
fullest extent permitted by law and under Company's and Castlewood (US)'s
organizational documents. At the request of Company, Executive shall during and
after the Term render reasonable assistance to Company in connection with any
litigation or other proceeding involving Company or any of its affiliates.
Company shall provide reasonable compensation to Executive for such assistance
rendered after the Term.

     6.3 NO MITIGATION. In no event shall Executive be required to seek other
employment or take any other action by way of mitigation of the amounts payable
to Executive under this Agreement, and such amounts shall not be reduced whether
or not Executive obtains other employment after termination of his employment
hereunder.

     6.4 SEVERABILITY. The invalidity or unenforceability of any particular
provision or part of any provision of this Agreement shall not affect the other
provisions or parts hereof.

     6.5 ASSIGNMENT; BENEFIT. This Agreement shall not be assignable by
Executive, and shall be assignable by Company and Castlewood (US) only with
Executive's consent and only to any person or entity which may become a
successor in interest (by purchase of assets or stock, or by merger, or
otherwise) to Company or Castlewood (US) in the business or substantially all of
the business presently operated by it. Any Change in Control is deemed an
assignment. Subject to the foregoing, this Agreement and the rights and
obligations set forth herein shall inure to the benefit of, and be binding upon,
the parties hereto and each of their respective permitted successors, assigns,
heirs, executors and administrators.

     6.6 NOTICES. All notices hereunder shall be in writing and shall be
sufficiently given if hand-delivered, sent by documented overnight delivery
service or registered or certified mail, postage prepaid, return receipt
requested or by facsimile, receipt acknowledged, addressed as set forth below or
to such other person and/or at such other address as may be furnished in writing
by any party hereto to the other. Any such notice shall be deemed to have been
given as of the date received, in the case of personal delivery, or on the date
shown on the receipt or confirmation therefor, in all other cases. Any and all
service of process and any other notice in any action, suit or proceeding shall
be effective against any party if given as provided in this Agreement; provided
that 


                                      -10-

<PAGE>
nothing herein shall be deemed to affect the right of any party to serve process
in any other manner permitted by law.

          (a) If to Company:

              Castlewood Holdings Limited
              P.O. Box HM 2267
              Windsor Place, 3rd Floor
              18 Queen Street
              Hamilton, HM JX
              Bermuda

              Attention:  Paul O'Shea


          (b) If to Castlewood (US):

              Castlewood (US) Inc.
              7901 4th Street North
              Suite 203
              St. Petersburg, FL 33702   

              Attention:  Karl Wall

              with a copy to:

              Castlewood Holdings Limited
              P.O. Box HM 2267
              Windsor Place, 3rd Floor
              18 Queen Street
              Hamilton, HM JX
              Bermuda

              Attention:  Paul O'Shea


          (b) If to Executive:

              John J. Oros
              c/o J.C. Flowers & Co. LLC
              717 Fifth Avenue, 26th Floor
              New York, NY 10022  
 
              Facsimile No.:  (201)444-6897


     6.7 ENTIRE AGREEMENT; MODIFICATION; ADVICE OF COUNSEL.
              
          (a) This Agreement constitutes the entire agreement between the
parties hereto with respect to the matters contemplated herein and supersedes
all prior


                                      -11-

<PAGE>
agreements and understandings with respect thereto. No addendum, amendment,
modification, or waiver of this Agreement shall be effective unless in writing.
Neither the failure nor any delay on the part of any party to exercise any right
or remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any right or remedy preclude any other or further exercise
of the same or of any other right or remedy with respect to such occurrence or
with respect to any other occurrence.

          (b) Executive acknowledges that he has been afforded an opportunity to
consult with his counsel with respect to this Agreement.

          (c) Company, Castlewood (US) and Executive recognize that certain
amounts that may become payable under this Agreement are or may be subject to
Section 409A, that final guidance under Section 409A has not been issued but is
anticipated in the near future, and that failure to comply with Section 409A may
result in adverse tax consequences to Executive. Therefore, Company, Castlewood
(US) and Executive shall use their best efforts to amend this Agreement
following the issuance of such final guidance to the extent necessary with
respect to amounts that may become payable hereunder either to provide for the
exemption of such amounts from the requirements of Section 409A or to comply
with the requirements of Section 409A.

     6.8 GOVERNING LAW. This Agreement is made pursuant to, and shall be
construed and enforced in accordance with, the laws of Delaware, to the extent
applicable, without giving effect to otherwise applicable principles of
conflicts of law.

     6.9 HEADINGS; COUNTERPARTS. The headings of paragraphs in this Agreement
are for convenience only and shall not affect its interpretation. This Agreement
may be executed in two or more counterparts, each of which shall be deemed to be
an original and all of which, when taken together, shall be deemed to constitute
the same Agreement.

     6.10 FURTHER ASSURANCES. Each of the parties hereto shall execute such
further instruments and take such additional actions as the other party shall
reasonably request in order to effectuate the purposes of this Agreement.


                                      -12-

<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.


                                     CASTLEWOOD HOLDINGS LIMITED



                                     By: /s/ Richard J. Harris
                                         ---------------------------------------
                                         Name: Richard J. Harris
                                         Title: Chief Financial Officer


                                     CASTLEWOOD (US) INC.



                                     By: /s/ Karl Wall
                                         ---------------------------------------
                                         Name: Karl Wall
                                         Title: President


                                     /s/ John J. Oros    
                                     -------------------------------------------
                                                     John J. Oros



                                      -13-

<PAGE>
                                    EXHIBIT A

                              RESTRICTIVE COVENANTS


A.   Noncompetition. During the Term and, if Executive fails to remain employed
     through the fifth anniversary of the Closing Date, for a period of eighteen
     (18) months after Executive's employment terminates (the "Restriction
     Period"), Executive shall not, without the prior written permission of the
     Board of Company, directly or indirectly engage in any Competitive
     Activity. The term "Competitive Activity" shall include (i) entering the
     employ of, or rendering services to, any person, firm or corporation
     engaged in the insurance and reinsurance run-off or any other business in
     which Company or any of its affiliates has been engaged at any time during
     the last twelve months of the Term and to which Executive has rendered
     services or about which Executive has acquired Confidential Information or
     by which Executive has been engaged at any time during the last twelve
     months of his period of employment hereunder and in each case in any
     jurisdiction in which Company or any of its affiliates has conducted
     substantial business (hereinafter defined as the "Business"); (ii) engaging
     in the Business for Executive's own account or (becoming interested in any
     such Business, directly or indirectly, as an individual, partner,
     shareholder, member, director, officer, principal, agent, employee,
     trustee, consultant, or in any other similar capacity; provided, however,
     nothing in this Paragraph A shall prohibit Executive from owning, solely as
     a passive investment, 5% or less of the total outstanding securities of a
     publicly-held company, or any interest held by Executive in a
     privately-held company as of the date of this Agreement; provided further
     that the provisions of this Paragraph A shall not apply in the event
     Executive's employment with Company is terminated without Cause or with
     Good Reason.

B.   Confidentiality. Without the prior written consent of Company, except to
     the extent required by an order of a court having competent jurisdiction or
     under subpoena from an appropriate regulatory authority, Executive shall
     not disclose and shall use his best endeavours to prevent the disclosure of
     any trade secrets, customer lists, market data, marketing plans, sales
     plans, management organization information (including data and other
     information relating to members of the Board and management), operating
     policies or manuals, business plans or financial records, or other
     financial, commercial, business or technical information relating to
     Company or any of its subsidiaries or affiliates or information designated
     as confidential or proprietary that Company or any of its subsidiaries or
     affiliates may receive belonging to clients or others who do business with
     Company or any of its subsidiaries or affiliates (collectively,
     "Confidential Information") to any third person unless such Confidential
     Information has been previously disclosed to the public by Company or any
     of its subsidiaries or affiliates or is in the public domain (other than by
     reason of Executive's breach of this Paragraph B). In the event that
     Executive is required to 

                                      -14-

<PAGE>
     disclose Confidential Information in a legal proceeding, Executive shall
     provide Company with notice of such request as soon as reasonably
     practicable, so that Company may timely seek an appropriate protective
     order or waive compliance with this Paragraph B, except if such notice
     would be unlawful or would place Executive in breach of an undertaking he
     is required to give by law or regulation.

C.   Non-Solicitation of Employees. During the Restriction Period, Executive
     shall not, without the prior written permission of the Board of Company,
     directly or indirectly induce any Senior Employee of Company or any of its
     affiliates to terminate employment with such entity, and shall not directly
     or indirectly, either individually or as owner, agent, employee, consultant
     or otherwise, offer employment to or employ any Senior Employee unless such
     person shall have ceased to be employed by Company or any affiliate for a
     period of at least six (6) months. For the purpose of this Paragraph C,
     "Senior Employee" shall mean a person who, at any time during the last
     twelve months of Executive's period of employment hereunder:

          (i) is engaged or employed (other than in a clerical, secretarial or
          administrative capacity) as an employee, director or consultant of
          Company or its affiliates; and

          (ii) is or was engaged in a capacity in which he obtained Confidential
          Information; and

          (iii) had personal dealings with Executive.

D.   Non-Disparagement. Executive shall not do or say anything adverse or
     harmful to, or otherwise disparaging of, Company or its subsidiaries and
     their respective goodwill. Company shall not, and shall use reasonable
     efforts to ensure that its officers, directors, employees and subsidiaries
     do not do or say anything adverse or harmful to, or otherwise disparaging
     of, Executive and his goodwill; provided that no action by either party in
     connection with the enforcement of its rights hereunder shall be construed
     as a violation of this Paragraph D.

E.   Definition. In this Exhibit A, "directly or indirectly" (without prejudice
     to the generality of the expression) means whether as principal or agent
     (either alone or jointly or in partnership with any other person, firm or
     company) or as a shareholder, member or holder of loan capital in any other
     company or being concerned or interested in any other person, firm or
     company and whether as a director, partner, consultant, employee or
     otherwise.

F.   Severability. Each of the provisions contained in this Exhibit A is and
     shall be construed as separate and severable and if one or more of such
     provisions is held to be against the public interest or unlawful or in any
     way an unreasonable restraint of trade or unenforceable in whole or in part
     for any reason, the 


                                      -15-

<PAGE>
     remaining provisions of this Exhibit A or part thereof, as appropriate,
     shall continue to be in full force and effect.


                                      -16-




exv99w1
 

Exhibit 99.1
Press Release
 
         
Date:
Contacts:
Telephone:
For Release:
  January 31, 2007
Enstar: Amy Dunaway
(334) 834-5483
Immediately
  Castlewood: Richard Harris
(441) 292-3645
THE ENSTAR GROUP, INC. AND CASTLEWOOD ANNOUNCE
COMPLETION OF MERGER
Montgomery, Alabama and Hamilton, Bermuda — January 31, 2007 — The Enstar Group, Inc. (“Enstar”) (Nasdaq:ESGR) and Enstar Group Limited, formerly known as Castlewood Holdings Limited (“Limited”), today announced that CWMS Subsidiary Corp., a wholly-owned subsidiary of Limited, has merged with and into Enstar and, as a result of the merger, Enstar, which has changed its name to Enstar USA, Inc., is now a direct wholly-owned subsidiary of Limited.
Effective as of the close of trading today, trading in Enstar’s common stock has ceased and certificates for shares of Enstar common stock now represent the same number of Limited ordinary shares. Commencing tomorrow, the ordinary shares of Limited will trade on the NASDAQ Global Select Market under the ticker symbol “ESGRD” for a period of approximately 20 trading days and, thereafter, will trade under the ticker symbol “ESGR.”
Before the closing of the merger, Limited completed a recapitalization, pursuant to which Limited: (1) exchanged all of its outstanding shares for ordinary shares of Limited, (2) designated the initial Board of Directors of Limited immediately following the Merger; (3) repurchased certain shares of Limited held by Trident II, L.P. (“Trident”) and certain of its affiliates; (4) made payments totaling $5,076,000 to certain of Limited’s executive officers and employees; and (5) purchased, through its wholly-owned subsidiary, Castlewood Limited, the shares of B.H. Acquisition Ltd., a Bermuda company, held by an affiliate of Trident.
* * *
     This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements regarding the intent, belief or current expectations of Enstar, Limited and their respective management teams. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Important risk factors regarding Enstar and Limited are set forth in Item 1A. “Risk Factors” to Enstar’s Form 10-K/A for the year ended December 31, 2005 and under the heading “Risk Factors” in the registration statement on Form S-4 filed by Limited with the SEC.

 


 

Those risk factors are hereby incorporated herein by reference. Furthermore, neither Enstar nor Limited undertakes any obligation to update any written or oral forward-looking statements or publicly announce any updates or revisions to any of the forward-looking statements contained herein, to reflect any change in their expectations with regard thereto or any change in events, conditions, circumstances or assumptions underlying such statements, except as required by law.
###