exv10w4






Exhibit 10.4




AMENDED AND RESTATED EMPLOYMENT AGREEMENT



AMENDED AND RESTATED EMPLOYMENT AGREEMENT

(“Agreement” dated as of March 17, 2010 between Validus

Holdings, Ltd., a Bermuda corporation (the “Company”), and

Conan Ward (the “Executive”).




          For good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:




ARTICLE 1

DEFINITIONS




          SECTION 1.01 Definitions. For purposes of this Agreement, the following terms have the meanings
set forth below:




          “Affiliate” or “Affiliates” means any Subsidiary of the Company.




          “Base Salary” has the meaning set forth in Section 4.01.




          “Cause” means (a) theft or embezzlement by the Executive with respect to the Company or its
Affiliates; (b) malfeasance or gross negligence in the performance of the Executive’s duties; (c)
the commission by the Executive of any felony or any crime involving moral turpitude; (d) willful
or prolonged absence from work by the Executive (other than by reason of disability due to physical
or mental illness or at the direction of the Company or its Affiliates) or failure, neglect or
refusal by the Executive to perform his duties and responsibilities without the same being
corrected within ten (10) days after being given written notice thereof; (e) failure by the
Executive to adequately perform his duties and responsibilities hereunder without the same being
corrected within thirty (30) days after being given written notice thereof, as determined by the
Company in good faith; (f) continued and habitual use of alcohol by the Executive to an extent
which materially impairs the Executive’s performance of his duties without the same being corrected
within ten (10) days after being given written notice thereof; (g) the Executive’s use of illegal
drugs without the same being corrected within ten (10) days after being given written notice
thereof; (h) the Executive’s failure to use his best efforts to obtain, maintain or renew the work
permit described in Section 3.02 below in a timely manner, without the same being corrected within
ten (10) days after being given written notice thereof; or (i) the material breach by the Executive
of any of the covenants contained in this Agreement without, in the case of any breach capable of
being corrected, the same being corrected within ten (10) days after being given written notice
thereof.




     “Confidential Information” means information that is not generally known to the public and
that was or is used, developed or obtained by the Company or its Affiliates in



 









 




connection with
their business. It shall not include information (a) required to be disclosed by court or
administrative order, (b) lawfully obtainable from other sources or which is in the public domain
through no fault of the Executive; or (c) the disclosure of which is consented to in writing by the
Company.




          “Date of Termination” has the meaning set forth in Section 5.01.




          “Employment Period” has the meaning set forth in Section 2.01.




          “‘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
benefits; 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.’




          “Intellectual Property” has the meaning set forth in Section 7.01.




          “Noncompetition Period” has the meaning set forth in Section 9.01.




          “Notice of Termination” has the meaning set forth in Section 5.04.




          “Permanent Disability” means those circumstances where the Executive is unable to continue to
perform the usual customary duties of his assigned job or as otherwise assigned in accordance with
the provisions of this Agreement for a period of six (6) months in any twelve (12) month period
because of physical, mental or emotional incapacity resulting from injury, sickness or disease.
Any questions as to the existence of a Permanent Disability shall be determined by a qualified,
independent physician selected by the Company and approved by the Executive (which approval shall
not be unreasonably withheld). The determination of any such physician shall be final and
conclusive for all purposes of this Agreement.




          “Person” means an individual, a partnership, a corporation, a limited liability company, an
association, a joint stock company, an estate, a trust, a joint venture, an


 









 







          unincorporated
organization or a governmental entity or any department, agency or political subdivision thereof.




          “Reimbursable Expenses” has the meaning set forth in Section 4.04.




          “Subsidiary” or “Subsidiaries” means, with respect to any Person, any corporation,
partnership, limited liability company, association or other business entity of which (a) if a
corporation, twenty (20) percent or more of the total voting power of shares of stock entitled
(without regard to the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that
Person or one or more of the other Subsidiaries of that Person or combination thereof; or (b) if a
partnership, limited liability company, association or other business entity, twenty (20) percent
or more of the partnership or other similar ownership interest thereof is at the time owned or
controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a
combination thereof. For purposes of this definition, a Person or Persons will be deemed to have a
twenty (20) percent or more ownership interest in a partnership, limited liability company,
association or other business entity if such Person or Persons are allocated twenty (20) percent or
more of partnership, limited liability company, association or other business entity gains or
losses or control the managing director or member or general partner of such partnership, limited
liability company, association or other business entity.




ARTICLE 2

EMPLOYMENT




          SECTION 2.01 Employment Period. The Company shall employ the Executive, and the Executive shall
accept employment with the Company, upon the terms and conditions set forth in this Agreement for
the period beginning on March [ ], 2010 (“Start Date”) and ending on the Date of Termination as
defined Section 5.01 below. The parties acknowledge and agree that the Executive’s employment with
the Validus Group of companies (the “Validus Group”) initially began on January 1, 2006
(the “Initial Start Date”) and that the Executive’s employment with the Validus Group has
been and will be continuous from and through such date ending on the Termination Date
(cumulatively, the “Employment Period”).




ARTICLE 3

POSITION AND DUTIES




          SECTION 3.01 Position and Duties. Effective on the later of the Start Date or the date the work
permit described in Section 3.02 is issued to the Executive, the Executive shall serve as Executive
Vice President of the Company and Chief Executive Officer of Validus Reinsurance, Ltd. (“Validus
Re”) and the Reinsurance Practice Group, render such underwriting, administrative, financial and
other executive and managerial services to the Company which are consistent with Executive’s
position and have such responsibilities, powers and duties as may
from time to time be prescribed by the senior executives of the Company; provided that
such responsibilities, powers and duties are substantially consistent with those customarily
assigned to




 









 






individuals serving in such position at comparable companies or as may be reasonably
required by the conduct of the business of the Company. The Company may direct, in its sole and
exclusive discretion, that the Executive perform no duties and exercise no powers or resign from
any office held in connection with his employment with the Company or its Affiliates. During the
Employment Period the Executive shall devote substantially all of his working time and efforts to
the business and affairs of the Company. The Executive shall not directly or indirectly render any
services of a business, commercial or professional nature to any other person or for-profit
organization not related to the business of the Company or its Affiliates, whether for compensation
or otherwise, without prior written consent of the Company.




          SECTION 3.02 Work Permits. The Executive shall use his best efforts to assist the Company in
obtaining, maintaining and renewing a suitable (for the purposes of the Executive’s contemplated
employment by the Company) work permit by the Bermuda government authorities and any other permits
required by any Bermuda government authority. The Company shall be responsible for permit fees.




          SECTION 3.03 Work Location. While employed by the Company hereunder, the Executive shall perform
his duties (when not traveling or engaged elsewhere outside the United States in the performance of
his duties) at the offices of Validus Re in Bermuda or at such other place in Bermuda as the
Company may in its discretion from time to time direct. The Executive shall travel to such places
outside of Bermuda on the business of the Company in such manner and on such occasions as the
Company may from time to time reasonably require.




ARTICLE 4

BASE SALARY AND BENEFITS




          SECTION 4.01 Base Salary. During the Employment Period, the Executive’s base salary will be
$600,000 per annum (the “Base Salary”). The Base Salary will be payable monthly on the last
working day of each month in arrears in twelve (12) equal installments. Annually during the
Employment Period the Company shall review with the Executive his job performance and compensation,
and if deemed appropriate by the Board of Directors of the Company or its delegate, in its
discretion, the Executive’s Base Salary may be increased. Normal hours of employment are 8:30 a.m.
to 5:00 p.m., Monday to Friday. The Executive’s salary has been computed to reflect that his
regular duties are likely, from time to time, to require more than forty (40) hours per week and
the Executive shall not be entitled to receive any additional remuneration for any such additional
hours.




          SECTION 4.02 Bonuses. In addition to the Base Salary, the Executive shall be eligible to
participate in an annual bonus plan on terms set forth from time to time by the Board of Directors
of the Company; provided, however, that the Executive’s target annual bonus will be 150% of his
Base Salary. The Board of Directors of the Company may, at any time and from time to time acting
in its sole discretion, pay to the Executive an additional bonus.





 









 








          SECTION 4.03 Benefits. In addition to the Base salary, and any bonuses payable to the Executive
pursuant to this Agreement, the Executive shall be entitled to the following benefits during the
Employment Period:





     (a) such major medical, life insurance and disability insurance coverage as is, or may
during the Employment Period, be provided generally for other senior executive officers of
the Company as set forth from time to time in the applicable plan documents;




     (b) in addition to the public holidays referenced in the Public Holidays Act of 1947
and fifteen (15) paid days off for sick leave, a maximum of five (5) weeks of paid vacation
annually during the term of the Employment Period;




     (c) benefits under any plan or arrangement available generally for the senior executive
officers of the Company, subject to and consistent with the terms and conditions and overall
administration of such plans as set forth from time to time in the applicable plan
documents;




     (d) a housing allowance for the period during which the Executive’s place of work is
Bermuda in an amount equal to $18,000 per month, payable monthly in advance, and
reimbursement for the Executive’s Bermuda housing deposit (such amount to be repaid by the
Executive to the Company within thirty (30) days after the earlier of the date the deposit
is returned to the Executive or the date of any termination of employment of the Executive);




     (e) an automobile allowance for the period during which the Executive’s place of work
is Bermuda in an amount equal to $900 per month;




     (f) direct payment or reimbursement of initiation fees (any resulting equity interest
or redemption right in which shall belong to, be controlled by, and be paid to, the Company)
for, and the annual dues for membership in, two (2) clubs in Bermuda;




     (g) reimbursement for round-trip non-business trips by the Executive and each member of
his family residing with him to and from Bermuda (the benefit under this Section 4.03(g)
being in addition to any reimbursement of air fare described in Section 4.04, below) in
accordance with the Company’s policies and procedures for such family trips as in effect
from time to time, in an aggregate amount not to exceed $25,000 per annum;




     (h) reimbursement for tuition expenses incurred by the Executive for his children who
are attending school in an aggregate amount to be agreed; and




     (i) other fringe benefits customarily provided to similarly situated senior executives
residing in Bermuda.



 









 






The amounts set forth in Section 4.03 (d), (e), (f), (g) and (h) above shall each be
calculated, and paid to the Executive, on an after-tax basis to the Executive,
taking into account any deduction, credit or exclusion from income allowable to the
Executive in respect of such amounts. All payments due to the Executive under
Section 4.03(d) and (e) shall be made monthly in advance.



          SECTION 4.04 Expenses. The Company shall reimburse the Executive for all reasonable expenses
incurred by him in the course of performing his duties under this Agreement which are consistent
with the Company’s policies in effect from time to time with respect to travel, entertainment and
other business expenses (“Reimbursable Expenses”), subject to the Company’s requirements
with respect to reporting and documentation of expenses.




          SECTION 4.05 Long Term Incentive Plan. During the Employment Period the Executive shall be eligible
to participate in the Validus Holdings, Ltd. 2005 Long Term Incentive Plan (or any successor plan)
under which equity-based compensation awards may be made to the Executive, as determined in the
sole discretion of the Compensation Committee of the Board of Directors of the Company.




ARTICLE 5

TERM AND TERMINATION




          SECTION 5.01 Date of Termination. The Employment Period shall end on the Date of Termination. For
purposes of this Agreement, the “Date of Termination” shall mean the first to occur of the
following: (a) the twelve (12) month anniversary of the Company providing Notice of Termination
(as defined below) without Cause to the Executive; (b) immediately upon the Company providing
Notice of Termination for Cause to the Executive; (c) the twelve (12) month anniversary of the
Executive providing Notice of Termination specifying his resignation for Good Reason to the
Company; (d) the twelve (12) month anniversary of the Executive providing Notice of Termination by
the Executive without Good Reason to the Company; and (e) the fifth (5th) day following the Company
providing Notice of Termination to the Executive as a result of the Executive’s Permanent
Disability; or (f) the date of Executive’s death. In the event that there are circumstances which
would give rise to a termination by the Company for Cause, the Company may, in its sole and
exclusive discretion, treat such termination as a termination without Cause.




          SECTION 5.02 Resignation by the Executive Without Good Reason. If the Employment Period shall be
terminated as a result of the Executive’s resignation or leaving of his employment, other than for
Good Reason, Executive shall continue to: (a) receive Base Salary and benefits set forth in
Section 4.03 through the Date of Termination; and (b) receive reimbursement of all Reimbursable
Expenses incurred by the Executive prior to the Date of Termination. Notwithstanding any provision
of this Agreement or any applicable plan or other agreement to the contrary, no shares of
restricted stock of Company or stock options of Company






 









 







granted to the Executive shall vest on or following the date the Executive provides Notice of
Termination without Good Reason to the Company. The Executive’s entitlements under all other
benefit plans and programs of the Company shall be as determined thereunder.




          SECTION 5.03 Termination for Other Reasons. If the Employment Period shall be terminated by the
Executive for Good Reason, by the Company with or without Cause, as a result of the Executive’s
Permanent Disability or upon the Executive’s death, the Executive (or his estate, in the case of
death) shall continue to: (a) receive Base Salary and benefits set forth in Section 4.03 above (i)
in the case of termination by the Executive for Good Reason or by the Company with or without
Cause, through the Date of Termination, and (ii) in the case of termination due to the Executive’s
Permanent Disability or death, through the six (6) month anniversary of the Date of Termination;
(b) vest in any shares of restricted stock of Company and any Company stock options granted to the
Executive through the Date of Termination; and (c) receive reimbursement for all Reimbursable
Expenses incurred by the Executive prior to the Date of Termination. The Executive’s entitlements
under all other benefit plans and programs of the Company shall be as determined thereunder.




          SECTION 5.04 Notice of Termination. Any termination by the Company for Permanent Disability or
Cause or without Cause or by the Executive for Good Reason or without Good Reason shall be
communicated by written Notice of Termination to the other party hereto. For purposes of this
Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon and, with respect to termination by the Company
for Permanent Disability or Cause or resignation by the Executive for Good Reason, shall set forth
in reasonable detail the facts and circumstances claimed to provide a basis for termination of
employment under the provision indicated.




ARTICLE 6

CONFIDENTIAL INFORMATION




          SECTION 6.01 Nondisclosure and Nonuse of Confidential Information. The Executive will not disclose
or use at any time during or after the Employment Period any Confidential Information of which the
Executive is or becomes aware, whether or not such information is developed by him, except to the
extent that such disclosure or use is directly related to and required by the Executive’s
performance of duties assigned to the Executive pursuant to this Agreement. Under all
circumstances and at all times, the Executive will take all appropriate steps to safeguard
Confidential Information in his possession and to protect it against disclosure, misuse, espionage,
loss and theft.




ARTICLE 7

INTELLECTUAL PROPERTY




          SECTION 7.01 Ownership of Intellectual Property. In the event that the Executive as part of his
activities on behalf of the Company generates, authors or contributes to any invention, design, new
development, device, product, method of process (whether or not






 









 







patentable or reduced to practice or comprising Confidential Information), any copyrightable
work (whether or not comprising Confidential Information) or any other form of Confidential
Information relating directly or indirectly to the business of the Company as now or hereinafter
conducted (collectively, “Intellectual Property”), the Executive acknowledges that such
Intellectual Property is the sole and exclusive property of the Company and hereby assigns all
right, title and interest in and to such Intellectual Property to the Company. Any copyrightable
work prepared in whole or in part by the Executive during the Employment Period will be deemed “a
work made for hire” under Section 201(b) of the Copyright Act of 1976, as amended, and the Company
will own all of the rights comprised in the copyright therein. The Executive will promptly and
fully disclose all Intellectual Property and will cooperate with the Company to protect the
Company’s interests in and rights to such Intellectual Property (including providing reasonable
assistance in securing patent protection and copyright registrations and executing all documents as
reasonably requested by the Company, whether such requests occur prior to or after termination of
Executive’s employment hereunder).




ARTICLE 8

DELIVERY OF MATERIALS UPON TERMINATION OF EMPLOYMENT




          SECTION 8.01 Delivery of Materials upon Termination of Employment. As requested by the Company,
from time to time and upon the termination of the Executive’s employment with the Company for any
reason, the Executive will promptly deliver to the Company all property of the Company or its
Affiliates, including, without limitation, all copies and embodiments, in whatever form or medium,
of all Confidential Information or Intellectual Property in the Executive’s possession or within
his control (including written records, notes, photographs, manuals, notebooks, documentation,
program listings, flow charts, magnetic media, disks, diskettes, tapes and all other materials
containing any Confidential Information or Intellectual Property) irrespective of the location or
form of such material and, if requested by the Company, will provide the Company with written
confirmation that, to the best of his knowledge, all such materials have been delivered to the
Company.




ARTICLE 9

NONCOMPETITION AND NONSOLICITATION




          SECTION 9.01 Noncompetition. The Executive acknowledges that during his employment with the
Company, he will become familiar with trade secrets and other Confidential Information concerning
the Company or its Affiliates, and that his services will be of special, unique and extraordinary
value to the Company. In addition, the Executive hereby agrees that at any time during the
Employment Period, and for a period ending one (1) year after the Date of Termination (the
“Noncompetition Period”), he will not directly or indirectly own, manage, control, participate in,
consult with, render services for or in any manner engage in any business competing with the
businesses of the Company or its Affiliates as such businesses exist or are in process or being
planned as of the Date of Termination, within any geographical area in which the Company or its
Affiliates engage or plan to engage in such businesses; provided, however, that the portion
of the Noncompetition Period following the Date of Termination shall






 









 







be reduced by the period of time, if any, between the date of Notice of Termination is given
and the Date of Termination. It shall not be considered a violation of this Section 9.01 for the
Executive to be a passive owner of not more than 2% of the outstanding stock of any class of a
corporation which is publicly traded, so long as the Executive has no active participation in the
business of such corporation.




          SECTION 9.02 Nonsolicitation of Employees. The Executive hereby agrees that (a) during the
Employment Period and for a period of one (1) year after the Date of Termination (the
“Nonsolicitation Period”) the Executive will not, directly or indirectly through another
entity, induce or attempt to induce any employee of the Company or its Affiliates to leave the
employ of the Company or its Affiliates, or in any way interfere with the relationship between the
Company or its Affiliates and any employee thereof or otherwise employ or receive the services of
any individual who was an employee of the Company or its Affiliates at any time during such
Nonsolicitation Period or within the six-month period prior thereto.




          SECTION 9.03 Nonsolicitation of Customers. During the Nonsolicitation Period, the Executive will
not induce or attempt to induce any customer, supplier, client, insured, reinsured, reinsurer,
broker, licensee or other business relation of the Company or its Affiliates to cease doing
business with the Company or its Affiliates.




          SECTION 9.04 Enforcement. If, at the enforcement of Sections 9.01, 9.02 or 9.03, a court holds
that the duration, scope or area restrictions stated herein are unreasonable under circumstances
then existing, the parties agree that the maximum duration, scope or area reasonable under such
circumstances will be substituted for the stated duration, scope or area and that the court will be
permitted to revise the restrictions contained in this Article 9 to cover the maximum duration,
scope and area permitted by law.




ARTICLE 10

EQUITABLE RELIEF




          SECTION 10.01 Equitable Relief. The Executive acknowledges that (a) the covenants contained herein
are reasonable, (b) the Executive’s services are unique, and (c) a breach or threatened breach by
him of any of his covenants and agreements with the Company contained in Sections 6.01, 7.01, 8.01,
9.01, 9.02 or 9.03 could cause irreparable harm to the Company for which they would have no
adequate remedy at law. Accordingly, and in addition to any remedies which the Company may have at
law, in the event of an actual or threatened breach by the Executive of his covenants and
agreements contained in Sections 6.01, 7.01, 8.01, 9.01, 9.02 or 9.03, the Company shall have the
absolute right to apply to any court of competent jurisdiction for such injunctive or other
equitable relief as such court may deem necessary or appropriate in the circumstances.







 









 








ARTICLE 11

EXECUTIVE REPRESENTATIONS AND INDEMNIFICATION




          SECTION 11.01 Executive Representations. The Executive hereby represents and warrants to the
Company that (a) the execution, delivery and performance of this Agreement by the Executive does
not and will not conflict with, breach, violate or cause a default under any contract, agreement,
instrument, order, judgment or decree to which the Executive is a party or by which he is bound,
(b) except for agreements provided to the Company by the Executive, the Executive is not a party to
or bound by any employment agreement, noncompetition agreement or confidentiality agreement with
any other Person, and (c) upon the execution and delivery of this Agreement by the Company, this
Agreement will be the valid and binding obligation of the Executive, enforceable in accordance with
its terms. Notwithstanding Section 11.02 below, in the event that any action is brought against
Executive involving any breach of any employment agreement, noncompetition agreement or
confidentiality agreement with any other Person, the Executive shall bear his own costs incurred in
defending such action, including but not limited to, court fees, arbitration costs, mediation
costs, attorneys’ fees and disbursements.




          SECTION 11.02 General Indemnification. The Company agrees that if the Executive is made a party, or
is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal,
administrative or investigative (each, a “Proceeding”), by reason of the fact that he is or was a
director, officer or employee of the Company or is or was serving at the request of the Company as
a director, officer, member, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit plans, whether or not
the basis of such Proceeding is the Executive’s alleged action in an official capacity while
serving as a director, officer, member, employee or agent, the Executive shall be indemnified and
held harmless by the Company to the fullest extent permitted or authorized by applicable law and
its organizational documents, against all cost, expense, liability and loss reasonably incurred or
suffered by the Executive in connection therewith, and such indemnification shall continue as to
the Executive even if he has ceased to be a director, member, employee or agent of the Company or
other entity and shall inure to the benefit of the Executive’s heirs, executors and administrators.
The Company agrees to maintain a directors’ and officers’ liability insurance policy covering the
Executive to the extent the Company provides such coverage for its other executive officers.




ARTICLE 12

MISCELLANEOUS




          SECTION 12.01 Rights and Remedies. The Company will be entitled to enforce its rights and remedies
under this Agreement specifically, without posting a bond or other security, to recover damages by
reason of any breach of any provision of this Agreement and to exercise all other rights granted by
law. There are currently no disciplinary or grievance procedures in place, there is no collective
agreement in place, and there is no probationary period.



 









 







          SECTION 12.02 Consent to Amendments. The provisions of this Agreement may be amended or waived only
by a written agreement executed and delivered by the Company and the Executive. No other course of
dealing between the parties to this Agreement or any delay in exercising any rights hereunder will
operate as a waiver of any rights of any such parties.




          SECTION 12.03 Successors and Assigns. All covenants and agreements contained in this Agreement by
or on behalf of any of the parties hereto will bind and inure to the benefit of the respective
successors and assigns of the parties hereto whether so expressed or not, provided that the
Executive may not assign his rights or delegate his obligations under this Agreement without the
written consent of the Company.




          SECTION 12.04 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 prohibited by or invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without invalidating the
remainder of this Agreement.




          SECTION 12.05 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 of
which counterparts taken together will constitute one and the same agreement.




          SECTION 12.06 Descriptive Headings. The descriptive headings of this Agreement are inserted for
convenience only and do not constitute a part of this Agreement.




          SECTION 12.07 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 deemed to have been
given when delivered personally to the recipient, two (2) business days after the date when sent to
the recipient by reputable express courier service (charges prepaid) or four (4) business days
after the date when mailed to the recipient by certified or registered mail, return receipt
requested and postage prepaid. Such notices, demands and other communications will be sent to the
Executive and to the Company at the addresses set forth below.





		
	           If	 to the Executive: To the last address delivered to the Company

by the Executive in the manner set forth herein.









 









 









			
	           If to the Company:	 	Validus Holdings

29 Richmond Road, 4th Floor
	 
		 	Hamilton HM 11

Bermuda
	 
		 	Attn: General Counsel




or to such other address or to the attention of such other person as the recipient party has
specified by prior written notice to the sending party.




          SECTION 12.08 Withholding. The Company may withhold from any amounts payable under this Agreement
such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any
applicable law or regulation.




          SECTION 12.09 No Third Party Beneficiary. This Agreement will not confer any rights or remedies (or
any obligations) upon any person other than the Company, the Executive and their respective heirs,
executors, successors and assigns.




          SECTION 12.10 Entire Agreement. This Agreement (including the documents referred to herein)
constitutes the entire agreement among the parties and supersedes any prior understandings,
agreements or representations by or among the parties, written or oral, that may have related in
any way to the subject matter hereof. This Agreement shall serve as a written statement of
employment for purposes of Section 6 of the Bermuda Employment Act 2000.




          SECTION 12.11 Construction. The language used in this Agreement will be deemed to be the language
chosen by the parties to express their mutual intent, and no rule of strict construction will be
applied against any party. Any reference to any federal, state, local or foreign statute or law
will be deemed also to refer to all rules and regulations promulgated thereunder, unless the
context requires otherwise. The use of the word “including” in this Agreement means “including
without limitation” and is intended by the parties to be by way of example rather than limitation.




          SECTION 12.12 Survival. Sections 6.01, 7.01, 8.01 and Articles 9 and 12 will survive and continue
in full force in accordance with their terms notwithstanding any termination of the Employment
Period.




          SECTION 12.13 GOVERNING LAW. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION
OF THIS AGREEMENT WILL BE GOVERNED BY THE INTERNAL LAW OF BERMUDA, WITHOUT REGARD TO PRINCIPLES OF
CONFLICT OF LAWS, AND THE PARTIES HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT
OF BERMUDA.




 









 









     SECTION 12.14 Section 409A. 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 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.”



 









 





     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the 17 day of March,
2010, to be effective as of the date and year first above written.



VALIDUS HOLDINGS, LTD.




By: /s/ C. Jerome Dill




Printed Name: C. Jerome Dill




Title: EVP & General Counsel




CONAN WARD




By: /s/ Conan M. Ward




Printed Name: Conan M. Ward