UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM F-N

                   APPOINTMENT OF AGENT FOR SERVICE OF PROCESS
                     BY FOREIGN BANKS AND FOREIGN INSURANCE
                COMPANIES AND CERTAIN OF THEIR HOLDING COMPANIES
                AND FINANCE SUBSIDIARIES MAKING PUBLIC OFFERINGS
                       OF SECURITIES IN THE UNITED STATES

GENERAL INSTRUCTIONS

I.   FORM F-N SHALL BE FILED WITH THE COMMISSION IN CONNECTION WITH THE FILING
     OF A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BY:

     1.   a foreign issuer that is a foreign bank or foreign insurance company
          excepted from the definition of an investment company by rule 3a-6 [17
          CFR 270.3a-6] under the Investment Company Act of 1940 (the "1940
          Act");

     2.   a foreign issuer that is a finance subsidiary of a foreign bank or
          foreign insurance company, as those terms are defined in rule 3a-6
          under the 1940 Act, if such finance subsidiary is excepted from the
          definition of investment company by rule 3a-5 [17 CFR 270.3a-5] under
          the 1940 Act; or

     3.   a foreign issuer that is excepted from the definition of investment
          company by rule 3a-1 [17 CFR 270.3a-1] under the 1940 Act because some
          or all of its majority-owned subsidiaries are foreign banks or foreign
          insurance companies excepted from the definition of investment company
          by rule 3a-6 under the 1940 Act.

II.  NOTWITHSTANDING PARAGRAPH (I), THE FOLLOWING FOREIGN ISSUERS ARE NOT
     REQUIRED TO FILE FORM F-N:

     4.   a foreign issuer that has filed form F-X [17 CFR 239.42] under the
          Securities Act of 1933 with the Commission with respect to the
          securities being offered; and

     5.   a foreign issuer filing a registration statement to debt securities or
          non-voting preferred stock that has on file with the Commission a
          currently accurate Form N-6C9 [17 CFR 274.304, rescinded] under the
          1940 Act.

III. SIX COPIES OF THE FORM F-N, ONE OF WHICH SHALL BE MANUALLY SIGNED, SHALL BE
     FILED WITH THE COMMISSION AT ITS PRINCIPAL OFFICE. A FORM F-N FILED IN
     CONNECTION WITH ANY OTHER COMMISSION FORM SHOULD NOT BE BOUND TOGETHER WITH
     OR BE INCLUDED ONLY AS AN EXHIBIT TO, SUCH OTHER FORM.

     A.   Name of issuer or person filing ("Filer"):

         Castlewood Holdings Limited
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     B.   This is (select one);

         [X]      an original filing for the Filer
         [ ]      an amended filing for the Filer

     C.   Identify the filing in conjunction with which this Form is being
          filed:

Name of registrant

Castlewood Holdings Limited
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Form type

Registration Statement on Form S-4
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File Number (if known)

333-135699
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Filed by

Castlewood Holdings Limited
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Date Filed (if filed concurrently, so indicate)

July 11, 2006
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     D.   The filer is incorporated or organized under the Laws of (Name of the
          jurisdiction under whose Laws the filer is organized or incorporated)

Bermuda
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and has its principal place of business at (Address in full and telephone
number)

P.O. Box HM 2267, Windsor Place, 3rd Floor, 18 Queen Street
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Hamilton HM JX, Bermuda
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Telephone: (441) 292-3645
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     E.   The Filer designates and appoints Corporation Service Company
          ("Agent") Located at 80 State Street, Albany, New York 12207-2543,
          Tel: 1-800-927-9800 as the agent of the filer upon whom may be
          served any process; pleadings, subpoenas, or other papers in:

     (a)  any investigation or administrative proceeding conducted by the
          Commission, and

     (b)  any civil suit or action brought against the Filer or to which the
          Filer has been joined as defendant or respondent, in any appropriate
          court in any place subject to the jurisdiction of any state or of the
          United States or any of its territories or possessions or of the
          District of Columbia, arising out of or based on any offering made or
          purported to be made in connection with the securities registered by
          the filer on form S-4 filed on July 11, 2006 (as amended) or any
          purchases or sales of any security in connection therewith. The Filer
          stipulates and agrees that any such civil suit or action or
          administrative proceeding may be commenced by the service of process
          upon, and that service of an administrative subpoena shall be effected
          by service upon, such agent for service of process, and that the
          service as aforesaid shall be taken and held in all courts and
          administrative tribunals to be valid and binding as if personal
          service thereof had been made.

     F.   Each person filing this Form stipulates and agrees to appoint a
          successor agent for service of process and file an amended form F-N if
          the Filer discharges the Agent or the Agent is unwilling or unable to
          accept service on behalf of the Filer at any time until six years have
          elapsed from the date of the Filer's last registration statement or
          report, or amendment to any such registration statement or report,
          filed with the Commission under the Securities Act of 1933 or
          Securities Exchange Act of 1934. Filer further undertakes to advise
          the Commission promptly of any change to the Agent's name or address
          during the applicable period by amendment of this Form referencing the
          file number of the relevant registration form in conjunction with
          which the amendment is being filed.

     G.   Each person filing this form undertakes to make available, in person
          or by telephone, representatives to respond to inquiries made by the
          Commission staff, and to furnish promptly when requested to do so by
          the Commission staff information relating to the securities registered
          pursuant to the form referenced in paragraph E or transactions in said
          securities.

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The Filer certifies that it has duly caused this power to attorney, consent,
stipulation and agreement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the

         City of Hamilton                         Country of Bermuda
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         this twelfth                             day of December 2006 A.D.
              -------                                 ----------------

         Filer:                                   By (Signature and Title):

         Castlewood Holdings Limited              /s/ Richard J. Harris
         ---------------------------              ---------------------------
                                                  Name: Richard J. Harris
                                                  Title: Chief Financial Officer

This statement has been signed by the following persons in the capacities and on
the dates indicated.

                           (Signature) /s/ Carol Dolor
                                      ------------------------------------------
                           (Name) Carol Dolor
                                  ----------------------------------------------
                           (Title) Assistant V.P. of Corporation Service Company
                                   ---------------------------------------------
                           (Date) December 12, 2006
                                  -----------------
Instructions

     1.   The power of attorney, consent, stipulation and agreement shall be
          signed by the Filer and its authorized Agent in the United States.

     2.   The name of each person who signs Form F-N shall be typed or printed
          beneath his signature. Where any name is signed pursuant to a board
          resolution, a certified copy of the resolution shall be filed with
          each copy of the Form. If any name is signed pursuant to a power of
          attorney, a manually signed copy of each power of attorney shall be
          filed with each copy of the Form.


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