EX-10.12.1






Exhibit 10.12.1




AMENDMENT TO

EMPLOYMENT AGREEMENT




          AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment”) dated as of October ___,
2008 (“Amendment Effective Date”) between Validus Holdings, Ltd. (the “Company”) and Edward Noonan
(the “Executive”).




          WHEREAS, the Company and the Executive are parties to an Amended and Restated Employment
Agreement dated as of December 12, 2005 (the “Agreement”);




          WHEREAS, the Company and the Executive wish to amend the Agreement as set forth herein;




          NOW, THEREFORE, in consideration of the mutual covenants herein contained, the Company and the
Executive hereby agree as follows:




          1. The definition of “Good Reason” in Section 1.01 of the Agreement is amended to read in its
entirety as follows:





     “ ‘Good Reason’ means, without the Executive’s written consent and
subject to the timely notice requirement and the Company’s opportunity to cure as
set forth below, (a) a material breach of this Agreement by the Company; (b) a
material reduction in the Executive’s Base Salary; or (c) a material and adverse
change by the Company in the Executive’s duties and responsibilities set forth in
Section 3.01 hereof, other than due to the Executive’s failure to adequately perform
such duties and responsibilities as determined by the Board in good faith;
provided, however, that, it shall be a condition precedent to the
Executive’s right to terminate employment for Good Reason that (i) the Executive
shall first have given the Company written notice that an event or condition
constituting Good Reason has occurred within ninety (90) days after such occurrence,
and any failure to give such written notice within such period will result in a
waiver by the Executive of his right to terminate for Good Reason as a result of
such event or condition, and (ii) a period of thirty (30) days from and after the
giving of such written notice shall have elapsed without the Company having
effectively cured or remedied such occurrence during such 30-day period;
provided further, however, that the Executive’s termination of employment
due to “Good Reason” must occur not later than one hundred fifty (150) days
following the initial existence of the condition giving rise to ‘Good Reason.’ ”



          2. Section 4.03 is amended by adding the following sentence to the end thereof:





“All payments due to the Executive under Sections 4.03(d) and 4.03(e) shall be made
monthly in advance.”



          3. Section 12.07 is amended by replacing the Company’s address with the following:




 









 









“Validus Holdings, Ltd.

Suite 1790

48 Par-la-Ville Road

Hamilton HM 11

Bermuda”



          4. Section 12.14 is amended to read in its entirety as follows:





     “(a) It is intended that this Agreement will comply with Section 409A and
Section 457A of the Internal Revenue Code of 1986, as amended (the “Code”) and any
regulations and guidelines promulgated thereunder (collectively, “Section 409A”), to
the extent the Agreement is subject thereto, and the Agreement shall be interpreted
on a basis consistent with such intent. If an amendment of the Agreement is
necessary in order for it to comply with Section 409A or Section 457A, the parties
hereto will negotiate in good faith to amend the Agreement in a manner that
preserves the original intent of the parties to the extent reasonably possible. No
action or failure to act pursuant to this Section 12.14 shall subject the Company to
any claim, liability, or expense, and the Company shall not have any obligation to
indemnify or otherwise protect the Executive from the obligation to pay any taxes,
interest or penalties pursuant to Section 409A or Section 457A of the Code.




     (b) Notwithstanding any provision to the contrary in this Agreement, if the
Executive is deemed on the date of his or her “separation from service” (within the
meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a “specified
employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard
to any payment or benefit that is considered deferred compensation under Section
409A payable on account of a “separation from service” that is required to be
delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any
applicable exceptions to such requirement), such payment or benefit shall be made or
provided on the date that is the earlier of (i) the expiration of the six (6)-month
period measured from the date of the Executive’s “separation from service,” or (ii)
the date of the Executive’s death (the “Delay Period”). Upon the expiration of the
Delay Period, all payments and benefits delayed pursuant to this Section 12.14
(whether they would have otherwise been payable in a single sum or in installments
in the absence of such delay) shall be paid or reimbursed to the Executive in a lump
sum and any remaining payments and benefits due under this Agreement shall be paid
or provided in accordance with the normal payment dates specified for them herein.




     (c) With respect to any reimbursement or in-kind benefit arrangements of the
Company and its subsidiaries that constitute deferred compensation for purposes of
Section 409A, the following conditions shall be applicable: (i) the amount eligible
for reimbursement, or in-kind benefits provided, under any such arrangement in one
calendar year may not affect the amount eligible for reimbursement, or in-kind
benefits to be provided, under such arrangement in any other calendar year (except
that the health and dental plans may impose a limit on



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the amount that may be reimbursed or paid), (ii) any reimbursement must be made on
or before the last day of the calendar year following the calendar year in which the
expense was incurred, and (iii) the right to reimbursement or in-kind benefits is
not subject to liquidation or exchange for another benefit. Whenever a payment
under this Agreement specifies a payment period with reference to a number of days
(e.g., “payment shall be made within thirty (30) days after termination of
employment”), the actual date of payment within the specified period shall be within
the sole discretion of the Company. Whenever payments under this Agreement are to
be made in installments, each such installment shall be deemed to be a separate
payment for purposes of Section 409A.




     (d) Notwithstanding any provision of this Agreement to the contrary, any
allowance or reimbursement provided for under Section 4.3 above that is payable
under Section 5.02 or Section 5.03 shall be paid to the Executive no later than (x)
in the case of amounts payable under Section 5.03, the end of the calendar year
following the calendar year during which Notice of Termination is given (or in the
case of termination due to death, the end of the calendar year following the
calendar year during which the Date of Termination occurs), and (y) in the case of
amounts payable under Section 5.02, the end of the calendar year following the
calendar year, if any, during which the Company informs the Executive that he is not
to perform any further duties.”



          5. The fifth sentence of Section 12.15 is amended to read in its entirety as follows:





“Each party shall each bear their respective costs (including attorney’s fees) and
shall split the fee of the arbitrator; provided, however, that if following
his “separation from service” (as defined above) the Executive prevails in a dispute
with the Company, the Company shall be responsible for the reasonable attorney’s
fees incurred by the Executive in connection with the dispute.”



          6. Except as set forth herein, the Agreement shall continue in full force and effect in
accordance with its terms.




          7. All questions concerning the construction, validity and interpretation of this Amendment
and the Agreement shall be construed and governed in accordance with the laws of Bermuda and the
parties hereto submit to the exclusive jurisdiction of the Supreme Court of Bermuda.




          8. This Amendment 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 of which counterparts taken
together will constitute one and the same agreement.




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




	 	 	 	 	 	 	 
	 

	 	VALIDUS HOLDINGS, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Printed Name:

Title:
	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Edward Noonan	 	 






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