ex4_1.htm


    
      
        
          

          
            COMMON SHARES

          

          
            SHARES

          

          
            CUSIP G9319H 10 2

          

          
            SEE REVERSE FOR CERTAIN DEFINITIONS

          

          
            VALIDUS  RE

          

          
            THIS CERTIFIES THAT 

          

          
          

          
          

          
          

          
          

          
          

          
            is the registered holder of

          

          
            VALIDUS HOLDINGS, LTD.

          

          
            INCORPORATED UNDER THE LAWS OF BERMUDA

          

          
            THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE TRANSFERABLE IN
HAMILTON, BERMUDA, NEW YORK, NEW YORK
AND PITTSBURGH, PENNSYLVANIA

          

          
            FULLY PAID AND NON-ASSESSABLE COMMON SHARES OF PAR VALUE $0.175 EACH IN THE SHARE CAPITAL OF VALIDUS HOLDINGS, LTD.

          

          
            (hereinafter called the “Company”), subject to the memorandum of association and the bye-laws of the Company and
tranferable in accordance therewith.  This certificate is not valud until countersigned by the Transfer Agent and registered
by the Registrar.

          

          
                       Witness ,the facsimile seal of the Company and hte facisimile signatures of its duly authorized officers.

          

          
            Dated

          

          
            COUNTERSIGNED AND REGISTERED:

          

          
            

              
THE BANK OF NEW YORK
          

          
            

              

              
(New York, NY)
          

          
          

          
          

          
            BY:

          

          
            TRANSFER AGENT
AND REGISTRAR

          

          
          

          
          

          
            AUTHORIZED SIGNATURE

          

        

      

       

      
        
           
            

        

        
           


          
            

          

        

        
           
            

        

      





     

    

      The
        Company will furnish without charge, to each shareholder who so requests,
        a copy
        of the provisions setting forth the designations, preferences and relative,
        participating, optional or other special rights of each class of shares or
        series thereof which the Company is authorized to issue, and the qualifications,
        limitations or restrictions of such preferences and/or rights. Any such request
        may be addressed to the Secretary of the Company or to the Transfer Agent
        named
        on the face hereof.

       

      The
        following abbreviations, when used in the inscription on the face of this
        certificate, shall be construed as though they were written out in full
        according to applicable laws or regulations:

       

      
        	
                TEN
                  COM

                TEN
                  ENT

                JT
                  TEN

              	
                -  as
                  tenants in common

                -  as
                  tenants by the entireties

                -  as
                  joint tenants with right of

                survivorship
                  and not as tenants

                in
                  common

                 

              	 	
                UNIF
                  GIFT MIN ACT -

              	
                _________
                  Custodian __________

                (Cust)                        (Minor)

                under
                  Uniform Gifts to Minors

                Act                           

                (State)

              


      

      Additional
        abbreviations may also be used though not in the above list.

       

      


      


      


      


      For
        value received,                                                            hereby
        sell, assign and transfer unto

       

      PLEASE
        INSERT SOCIAL SECURITY OR OTHER

      IDENTIFYING
        NUMBER OF ASSIGNEE

      
        


      

      


      


      


       

      


      (PLEASE
        PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
        ASSIGNEE)

       

      


       

      


       

      


      


                                                                                               shares
        represented by the within Certificate, and do hereby irrrevocably constitute
        and
        appoint

       

                                                                                         Atttorney
        to transfer the said stock on the books of the within named
        Company     with full power of substitution in the
        premises.

      


      


      Dated                                           

      


      


      


      


      


      


      


      


      X                                                         

      
        	
                NOTICE:

              


      

      The
        signature to this assignment must correspond with the name as written upon
        the
        face of the certificate in every particular, without alteration or enlargement,
        or any change whatever.

      


      


      


      


      


      


      Signature(s)
        Guaranteed

      


      


      


      


      


      
        THE
          SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
          STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
          IN
          AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C.
          RULE
          17Ad-15.