Security

Type

Security Class Title

Fee

Calculation

or Carry

Forward

Rule

Amount

Registered⁽¹⁾

Proposed

Maximum

Offering

Price Per

Unit⁽¹⁾

Maximum

Aggregate

Offering

Price⁽¹⁾

Fee Rate⁽²⁾

Amount of

Registration

Fee⁽²⁾

Carry

Forward

Form Type

Carry

Forward File

Number

Carry

Forward

Initial

effective date

Filing Fee

Previously

Paid In

Connection

with Unsold

Securities to

be Carried

Forward

Newly Registered Securities

Fees to Be Paid

Equity

Ordinary Shares of Enstar Group Limited

Rule 456(b) and Rule 457(r)

—

—

—

—

—

—

—

—

—

Equity

Preference Shares of Enstar Group Limited

Rule 456(b) and Rule 457(r)

—

—

—

—

—

—

—

—

—

Other

Depositary Shares of Enstar Group Limited⁽³⁾

Rule 456(b) and Rule 457(r)

—

—

—

—

—

—

—

—

—

Debt

Debt Securities of Enstar Group Limited

Rule 456(b) and Rule 457(r)

—

—

—

—

—

—

—

—

—

Other

Purchase Contracts and Units of Enstar Group Limited

Rule 456(b) and Rule 457(r)

—

—

—

—

—

—

—

—

—

Other

Warrants of Enstar Group Limited

Rule 456(b) and Rule 457(r)

—

—

—

—

—

—

—

—

—

Other

Units of Enstar Group Limited⁽⁴⁾

Rule 456(b) and Rule 457(r)

—

—

—

—

—

Debt

Debt Securities of Enstar Finance

Rule 456(b) and Rule 457(r)

—

—

—

—

—

Other

Guarantees Issued by Enstar Group Limited of Enstar Finance Debt Securities⁽⁵⁾

Rule 456(b) and Rule 457(r)

—

—

—

—

—

Fees Previously Paid

—

—

—

—

—

—

—

—

—

—

—

—

Carry Forward Securities

Carry Forward Securities

—

—

—

—

—

—

—

—

—

—

—

—

Total Offering Amounts⁽⁶⁾

—

Total Fees Previously Paid

—

Total Fee Offsets

—

Net Fee Due

(1)

An indeterminate aggregate offering price and amount of securities of each class as may from time to time be offered at indeterminate prices and sold by (a) Enstar Group Limited and (b) Enstar Finance LLC (“Enstar Finance”) is being registered pursuant to this registration statement. Also includes an indeterminate amount of securities as may be issued pursuant to anti-dilution adjustments or upon conversion of or exchange for any other securities that provide for conversion or exchange into such securities, upon exercise of warrants for such securities or upon settlement of purchase contracts. Separate consideration may or may not be received for securities issuable upon such conversion, exchange, exercise or settlement.

(2)

In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrants are deferring payment of the registration fee.

(3)

To be represented by depositary receipts representing an interest in all or a specified portion of an ordinary share or preference share.

(4)

Consists of an indeterminate number of units as may be issued at indeterminate prices. Units may consist of any combination of the securities being registered hereby.

(5)

No separate consideration will be received for the guarantees of the Enstar Finance debt securities.

(6)

The securities registered hereunder may be sold separately or in a combination with other securities registered hereby.