0001348259-16-000307 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 5th, 2016 • Validus Holdings LTD • Fire, marine & casualty insurance

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated as of May 18, 2016 (the “Start Date”) between Validus Holdings, Ltd. (the “Company”), Patrick Boisvert (the “Executive”).

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VALIDUS HOLDINGS, LTD. RESTRICTED SHARE AWARD AGREEMENT
Restricted Share Award Agreement • August 5th, 2016 • Validus Holdings LTD • Fire, marine & casualty insurance

THIS AGREEMENT, made and entered into on the date of the Grant Letter, by and between Validus Holdings, Ltd. (the “Company”), a Bermuda corporation, and the individual listed in the Grant Letter as Participant (the “Participant”).

FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • August 5th, 2016 • Validus Holdings LTD • Fire, marine & casualty insurance • New York

THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”) is dated as of July 13, 2016 between VALIDUS REINSURANCE, LTD., a Bermuda exempted company (“Validus Re” or the “New Issuer”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION), as trustee under the Indenture referred to below (the “Trustee”).

FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • August 5th, 2016 • Validus Holdings LTD • Fire, marine & casualty insurance • New York

THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”) is dated as of July 12, 2016 between VALIDUS UPS, LTD., a Bermuda exempted company (“Validus UPS” or the “New Issuer”), and WILMINGTON TRUST COMPANY, a Delaware trust company, as trustee under the Indenture referred to below (the “Trustee”).

AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • August 5th, 2016 • Validus Holdings LTD • Fire, marine & casualty insurance • New York

THIS AMENDMENT NO. 3 (this “Amendment”) is dated as of July 13, 2016 between VALIDUS REINSURANCE, LTD., a Bermuda exempted company (“Validus Re” or the “New Issuer”), and VALIDUS HOLDINGS, LTD., a Bermuda exempted company (the “Guarantor”).

FIFTH SUPPLEMENTAL INDENTURE
Fifth Supplemental Indenture • August 5th, 2016 • Validus Holdings LTD • Fire, marine & casualty insurance • New York

THIS FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”) is dated as of July 13, 2016 between VALIDUS REINSURANCE, LTD., a Bermuda exempted company (“Validus Re” or the “New Issuer”), and WILMINGTON TRUST COMPANY, a Delaware trust company, as trustee under the Indenture referred to below (the “Trustee”).

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