8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4, 2010

Commission file number 001-33606

VALIDUS HOLDINGS, LTD.

(Exact name of registrant as specified in its charter)

BERMUDA
(State or other jurisdiction of
incorporation or organization) 98-0501001
(I.R.S. Employer
Identification No.)

29 Richmond Road, Pembroke, Bermuda HM 08
(Address of principal executive offices)

Registrant’s telephone number, including area code: (441) 278-9000
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

þ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

     On November 4, 2010, Validus Holdings, Ltd. (“Validus”) issued a press release reporting its earnings for the three and nine months ended September 30, 2010 (the “Press Release”). A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

     The information in this Current Report on Form 8-K, including the information set forth in Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01. Other Events

     In the Section of the Press Release entitled “Self-Tender Offer and Share Repurchases”, Validus also announced that its Board of Directors has approved share repurchase transactions aggregating $300.0 million. These repurchases will be effected by a tender offer, which the Company intends to commence on Monday, November 8, 2010, for up to 7,945,400 of its common shares at a price of $30.00 per share (the “Tender Offer”). In addition, Validus has entered into separate repurchase agreements with funds affiliated with or managed by each of Aquiline Capital Partners LLC, New Mountain Capital, LLC and Vestar Capital Partners to purchase 2,054,600 common shares in the aggregate at the same per share price as the Tender Offer, for an aggregate purchase price of approximately $61.6 million, subject to completion of the Tender Offer. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and the information contained under the heading "Self-Tender Offer and Share Repurchases" is incorporated herein by reference. No other information contained in the Press Release shall be deemed to be incorporated by reference in this Item 8.01.

     On November 4, 2010, Validus also issued a press release separately announcing the Tender Offer. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)   Exhibits. The following exhibits are filed herewith:

Exhibit No.		Description
	99.1	Press Release dated November 4, 2010 announcing the earnings of Validus Holdings, Ltd. for the three and nine months ended September 30, 2010.
	99.2	Press Release (“Validus Holdings, Ltd. Announces Plans to Repurchase up to $300 million Validus Common Shares”) dated November 4, 2010.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 4, 2010

VALIDUS HOLDINGS, LTD. (Registrant)
By:	/s/ Joseph E. (Jeff) Consolino
	Name:	Joseph E. (Jeff) Consolino
	Title:	Executive Vice President & Chief Financial Officer

EX-99.1

Exhibit 99.1

Contacts:
Investors:	Media:
Validus Holdings, Ltd.	Jamie Tully/Jonathan Doorley
Jon Levenson, Senior Vice President	Sard Verbinnen & Co.
+1-441-278-9000	+1-212-687-8080
Jon.Levenson@validusholdings.com
	Roddy Watt / Tony Friend
	College Hill
	+44 (0) 20 7457 2020

VALIDUS ANNOUNCES THIRD QUARTER 2010 NET INCOME OF $238.5 MILLION

Diluted Operating Earnings Per Share of $1.51

Diluted Book Value Per Share of $32.02 at September 30, 2010

     Pembroke, Bermuda, November 4, 2010 — Validus Holdings, Ltd. (“Validus” or the “Company”) (NYSE: VR) today reported net income of $238.5 million, or $2.08 per diluted common share for the three months ended September 30, 2010, compared with net income of $499.2 million, or $5.21 per diluted common share, for the three months ended September 30, 2009. Net income for the nine months ended September 30, 2010 was $299.9 million, or $2.42 per diluted common share compared with $731.6 million, or $8.65 per diluted common share, for the nine months ended September 30, 2009.

     Net operating income for the three months ended September 30, 2010 was $173.0 million, or $1.51 per diluted share, compared with net operating income of $145.6 million, or $1.52 per diluted common share, for the three months ended September 30, 2009. Net operating income for the nine months ended September 30, 2010 was $166.4 million, or $1.34 per diluted common share, compared with net operating income of $356.4 million, or $4.21 per diluted common share, for the nine months ended September 30, 2009.

     Net operating income, a non-GAAP financial measure, is defined as net income excluding net realized and unrealized gains or losses on investments, foreign exchange gains and losses and non-recurring items. Reconciliations of this measure to net income, the most directly comparable GAAP measure, are presented at the end of this release.

     In relation to the three and nine months ended September 30, 2010 results, Ed Noonan, Chairman and Chief Executive Officer of Validus commented: “I am very pleased with this quarter’s result which delivered an 18.8% operating return on average equity and 6.4% growth in diluted book value per share plus dividends to our shareholders. We formed Validus five years ago and at this time in 2005 we were preparing for our first January renewal season with $1 billion in capital. Five years later, our total capital resources are $4.3 billion, we operate worldwide from offices in Bermuda, London, Miami, New York, Singapore, Chile and Dubai and underwrite annual gross premium income of $2 billion. An initial shareholder of Validus has seen a 16.0% annual growth in book value plus accumulated dividends from their initial investment. Our accomplishments over the past five years would not have been possible without all of our talented and dedicated staff, including our founding President George Reeth who will be retiring from the Company effective November 15, 2010. Looking forward, I continue to believe that we are operating in the best-priced segments of the worldwide (re)insurance markets.

Validus Holdings, Ltd. 29 Richmond Road, Pembroke, Bermuda HM08
Tel: 441.278.9000 Fax: 441.278.9009
www.validusholdings.com

1

Third quarter 2010 results

     Highlights for the third quarter include the following:

• Gross premiums written for the three months ended September 30, 2010 were $344.0 million compared to $331.0 million for the three months ended September 30, 2009, an increase of $13.0 million, or 3.9%, primarily due to new business and increased lines on renewing business.

• Net premiums earned for the three months ended September 30, 2010 were $432.7 million compared to $374.7 million for the three months ended September 30, 2009, an increase of $58.0 million, or 15.5%.

• Underwriting income for the three months ended September 30, 2010 was $150.2 million compared to $124.4 million for the three months ended September 30, 2009, an increase of $25.8 million, or 20.7%.

• Combined ratio of 65.2% which included $49.8 million of favorable prior year loss reserve development, benefiting the loss ratio by 11.5 percentage points.

• Net operating income for the three months ended September 30, 2010 of $173.0 million compared to net operating income of $145.6 million for the three months ended September 30, 2009, an increase of $27.4 million, or 18.8%, reflecting increased underwriting and investment income.

• Net income for the three months ended September 30, 2010 was $238.5 million compared to net income of $499.2 million for the three months ended September 30, 2009, a decrease of $260.7 million, or 52.2%, due to the significant non-recurring gain on bargain purchase, net of expenses of $303.0 million relating to the IPC acquisition.

     Highlights for the year to date include the following:

• Gross premiums written for the nine months ended September 30, 2010 were $1,731.8 million compared to $1,366.0 million for the nine months ended September 30, 2009, an increase of $365.9 million, or 26.8%, due primarily to the IPC acquisition.

• Net premiums earned for the nine months ended September 30, 2010 were $1,328.3 million, compared to $1,021.7 million for the nine months ended September 30, 2009, an increase of $306.6 million, or 30.0%.

• Combined ratio of 92.3% which included $126.0 million of favorable prior year loss reserve development, benefiting the loss ratio by 9.5 percentage points.

• Net operating income for the nine months ended September 30, 2010 of $166.4 million compared to net operating income of $356.4 million for the nine months ended September 30, 2009, a decrease of $190.0 million, or 53.3%, primarily due to increased frequency and severity of significant worldwide loss events in the first nine months of 2010 compared to 2009.

• Net income for the nine months ended September 30, 2010 was $299.9 million compared to net income of $731.6 million for the nine months ended September 30, 2009, a decrease of $431.8 million, or 59.0%, due to the significant non-recurring gain on bargain purchase, net of expenses of $287.1 million relating to the IPC acquisition.

Validus Holdings, Ltd. 29 Richmond Road, Pembroke, Bermuda HM08
Tel: 441.278.9000 Fax: 441.278.9009
www.validusholdings.com

2

Notable Loss Events

     For the three months ended September 30, 2010, the Company incurred $47.7 million from notable loss events described below, which represented 11.0 percentage points of the loss ratio, excluding reserve for potential development on 2010 notable loss events, as described below. Net of $0.6 million of reinstatement premiums, the effect of these events on net income was $47.1 million. For the three months ended September 30, 2009, the Company did not experience any notable loss events. The Company’s loss ratio, excluding prior year development and notable loss events for the three months ended September 30, 2010 and 2009 were 37.2% and 44.3%, respectively.

		Three months ended September 30, 2010
Third Quarter 2010 Notable Loss Events (1)		Validus Re					Talbot					Total
		Losses and					Losses and					Losses and
		Loss					Loss					Loss
		Expenses					Expenses					Expenses
(Dollars in thousands)	Description	(2)		% of NPE			(2)		% of NPE			(2)		% of NPE
New Zealand earthquake	Earthquake	$	25,285		9.8	%	$	3,400		2.0	%	$	28,685		6.6	%
Oklahoma windstorm	Windstorm		7,500		2.9	%		177		0.1	%		7,677		1.8	%
Political risk	Contract frustration		—		—			5,000		2.9	%		5,000		1.1	%
Hurricane Karl	Windstorm		3,666		1.4	%		2,647		1.5	%		6,313		1.5	%
Total		$	36,451		14.1	%	$	11,224		6.5	%	$	47,675		11.0	%

(1)

These 2010 notable loss event amounts are based on management’s estimates following a review of the Company’s potential exposure and discussions with certain clients and brokers. Given the magnitude and recent occurrence of these events, and other uncertainties inherent in loss estimation, uncertainty remains regarding losses from these events and the Company’s actual ultimate net losses from these events may vary materially from these estimates.

(2)

Net of reinsurance but not net of reinstatement premiums. Reinstatement premiums were $0.6 million for the three months ended September 30, 2010.

Validus Re Segment Results

     Gross premiums written for the three months ended September 30, 2010 were $142.6 million compared to $124.7 million for the three months ended September 30, 2009, an increase of $17.9 million, or 14.4%. Gross premiums written for the three months ended September 30, 2010 included $99.3 million of property premiums, $37.5 million of marine premiums and $5.8 million of specialty premiums compared to $80.6 million of property premiums, $28.4 million of marine premiums and $15.7 million of specialty premiums in the three months ended September 30, 2009.

     Net premiums earned for the three months ended September 30, 2010 were $258.9 million compared to $199.8 million for the three months ended September 30, 2009, an increase of $59.1 million, or 29.6%.

     The combined ratio for the three months ended September 30, 2010 was 48.8% compared to 49.2% for the three months ended September 30, 2009, a decrease of 0.4 percentage points.

Validus Holdings, Ltd. 29 Richmond Road, Pembroke, Bermuda HM08
Tel: 441.278.9000 Fax: 441.278.9009
www.validusholdings.com

3

     The loss ratio for the three months ended September 30, 2010 was 30.5% compared to 23.0% for the three months ended September 30, 2009, an increase of 7.5 percentage points, due primarily to notable loss events in the nine months ended September 30, 2010, which added 14.1 percentage points to the loss ratio. The loss ratio for the three months ended September 30, 2010 included favorable prior year loss reserve development of $19.2 million, benefiting the loss ratio by 7.5 percentage points.

     Gross premiums written for the nine months ended September 30, 2010 were $1,067.3 million compared to $734.4 million for the nine months ended September 30, 2009, an increase of $332.9 million, or 45.3%. Gross premiums written for the nine months ended September 30, 2010 included $773.3 million of property premiums, $222.9 million of marine premiums and $71.1 million of specialty premiums compared to $505.2 million of property premiums, $153.9 million of marine premiums and $75.3 million of specialty premiums in the nine months ended September 30, 2009.

     Net premiums earned for the nine months ended September 30, 2010 were $804.9 million compared to $537.9 million for the nine months ended September 30, 2009, an increase of $267.0 million, or 49.6%.

     The combined ratio for the nine months ended September 30, 2010 was 88.4% compared to 52.8% for the nine months ended September 30, 2009, an increase of 35.6 percentage points.

     The loss ratio for the nine months ended September 30, 2010 was 68.6% compared to 26.5% for the nine months ended September 30, 2009, an increase of 42.1 percentage points. The loss ratio for the nine months ended September 30, 2010 included losses from notable loss events, which represented 47.4 percentage points of the loss ratio. The loss ratio for the nine months ended September 30, 2010 included favorable prior year loss reserve development of $48.6 million, benefiting the loss ratio by 6.0 percentage points.

Talbot Segment Results

     Gross premiums written for the three months ended September 30, 2010 were $218.7 million compared to $227.3 million for the three months ended September 30, 2009, a decrease of $8.6 million, or 3.8%. Gross premiums written for the three months ended September 30, 2010 included $73.2 million of property premiums, $64.4 million of marine premiums and $81.1 million of specialty premiums compared to $79.2 million of property premiums, $69.6 million of marine premiums and $78.5 million of specialty premiums in the three months ended September 30, 2009.

     Net premiums earned for the three months ended September 30, 2010 were $173.8 million compared to $174.9 million for the three months ended September 30, 2009, a decrease of $1.2 million, or 0.7%.

     The combined ratio for the three months ended September 30, 2010 was 84.7% compared to 83.5% for the three months ended September 30, 2009, an increase of 1.2 percentage points.

     The loss ratio for the three months ended September 30, 2010 was 45.9% compared to 50.4% for the three months ended September 30, 2009, a decrease of 4.5 percentage points. For the three months ended September 30, 2010, Talbot incurred $11.2 million of losses attributable to notable loss events, which represented 6.5 percentage points of the loss ratio. The loss ratio for the three months ended September 30, 2010 included favorable prior year loss reserve development of $30.6 million, benefiting the loss ratio by 17.6 percentage points.

     Gross premiums written for the nine months ended September 30, 2010 were $743.0 million compared to $690.4 million for the nine months ended September 30, 2009, an increase of $52.6 million, or 7.6%. Gross premiums written for the nine months ended September 30, 2010 included $256.6 million of property premiums, $246.7 million of marine premiums and $239.7 million of specialty premiums compared to $218.7 million of property

Validus Holdings, Ltd. 29 Richmond Road, Pembroke, Bermuda HM08
Tel: 441.278.9000 Fax: 441.278.9009
www.validusholdings.com

4

premiums, $244.7 million of marine premiums and $227.0 million of specialty premiums for the nine months ended September 30, 2009.

     Net premiums earned for the nine months ended September 30, 2010 were $523.4 million compared to $483.8 million for the nine months ended September 30, 2009, an increase of $39.7 million, or 8.2%.

     The combined ratio for the nine months ended September 30, 2010 was 90.8% compared to 87.3% for the nine months ended September 30, 2009, an increase of 3.5 percentage points.

     The loss ratio for the nine months ended September 30, 2010 was 53.6% compared to 51.3% for the nine months ended September 30, 2009, an increase of 2.3 percentage points. The nine months ended September 30, 2010 included losses from notable loss events which represented 15.6 percentage points of the loss ratio. The loss ratio for the nine months ended September 30, 2010, included favorable prior year loss reserve development of $77.5 million, benefiting the loss ratio by 14.8 percentage points.

Corporate Segment Results

     Corporate segment results included executive and board expenses, internal and external audit expenses, interest and costs incurred in connection with the Company’s senior notes and junior subordinated deferrable debentures and other costs relating to the Company as a whole. General and administrative expenses for the three months ended September 30, 2010 were $10.0 million compared to $4.6 million for the three months ended September 30, 2009, an increase of $5.3 million, or 115.5%. Share compensation expenses for the three months ended September 30, 2010 were $4.0 million compared to $2.7 million for the three months ended September 30, 2009, an increase of $1.3 million, or 46.6%. General and administrative expenses for the nine months ended September 30, 2010 were $38.1 million compared to $13.8 million for the nine months ended September 30, 2009, an increase of $24.3 million, or 175.7%. Share compensation expenses for the nine months ended September 30, 2010 were $11.0 million compared to $8.1 million for the nine months ended September 30, 2009, an increase of $3.0 million, or 36.7%. During the first quarter, to better align the Company’s operating and reporting structure with its current strategy, there was a change in the segment structure. This change was to allocate all ‘non-core underwriting’ expenses, predominantly general and administration and stock compensation expenses to the Corporate segment which contributed to the increase.

Investments

     Net investment income for the three months ended September 30, 2010 was $34.0 million compared to $29.5 million for the three months ended September 30, 2009, an increase of $4.5 million, or 15.2%. Net investment income for the nine months ended September 30, 2010 was $103.1 million compared to $83.3 million for the nine months ended September 30, 2009, an increase of $19.9 million, or 23.9%. Net investment income increased as a result of higher average investment balances slightly offset by reduced market yields.

     Net realized gains on investments for the three months ended September 30, 2010 were $23.1 million compared to net realized gains of $5.4 million for the three months ended September 30, 2009, an increase of $17.6 million, or 324.7%. Net realized gains on investments for the nine months ended September 30, 2010 were $46.9 million compared to net realized (losses) of ($20.6) million for the nine months ended September 30, 2009, an increase of $67.5 million, or 327.2%.

     Net unrealized gains on investments for the three months ended September 30, 2010 were $31.6 million compared to $50.4 million for the three months ended September 30, 2009, a decrease of $18.8 million, or 37.4%.

Validus Holdings, Ltd. 29 Richmond Road, Pembroke, Bermuda HM08
Tel: 441.278.9000 Fax: 441.278.9009
www.validusholdings.com

5

Net unrealized gains on investments for the nine months ended September 30, 2010 were $88.6 million compared to $109.8 million for the nine months ended September 30, 2009, a decrease of $21.2 million, or 19.3%.

Finance Expenses

     Finance expenses for the three months ended September 30, 2010 were $13.7 million compared to $11.3 million for the three months ended September 30, 2009, an increase of $2.5 million, or 21.8%. Finance expenses for the nine months ended September 30, 2010 were $42.1 million compared to $29.7 million for the nine months ended September 30, 2009, an increase of $12.4 million, or 41.5%. This increase primarily related to the interest on the senior notes issued at the beginning of 2010. Finance expenses included interest on the Company’s senior notes, junior subordinated deferrable debentures and third-party capital costs for Talbot.

Shareholders’ Equity and Capitalization

     As at September 30, 2010, shareholders’ equity was $3.8 billion. Diluted book value per common share was $32.02 at September 30, 2010, compared to $30.30 at June 30, 2010. Diluted book value per common share is a non-GAAP financial measure. A reconciliation of this measure to shareholders’ equity is presented at the end of this release.

     Total capitalization at September 30, 2010 was $4.3 billion, including $289.8 million of junior subordinated deferrable debentures and $246.8 million of senior notes.

Validus Holdings, Ltd. 29 Richmond Road, Pembroke, Bermuda HM08
Tel: 441.278.9000 Fax: 441.278.9009
www.validusholdings.com

6

Self-Tender Offer and Share Repurchases

     The Company also announced today that its Board of Directors has approved share repurchase transactions aggregating $300.0 million. These repurchases will be effected by a tender offer which the Company intends to commence on Monday November 8, 2010, for up to 7,945,400 of its common shares at a price of $30.00 per share. In addition, the Company has entered into separate repurchase agreements with funds affiliated with or managed by each of Aquiline Capital Partners LLC, New Mountain Capital, LLC and Vestar Capital Partners to purchase 2,054,600 common shares in the aggregate at the same price per share as the tender offer, for an aggregate purchase price of approximately $61.6 million, subject to completion of the tender offer. The tender offer and share repurchases are part of the Company’s ongoing program to return capital to shareholders through share repurchases or other means. As a result of these transactions, the Company expects to repurchase an aggregate of 10.0 million common shares. This amount is in addition to the $629.0 million of common shares repurchased by the Company through November 3, 2010 under its previously authorized share repurchase program announced in February 2010.

     Tendering shareholders will receive the purchase price in cash, without interest, for common shares properly tendered in the tender offer and not properly withdrawn, subject to the conditions of the tender offer, including the provisions relating to proration, “odd lot” priority and conditional tender in the event that more than 7,945,400 common shares are properly tendered in the tender offer and not properly withdrawn. These provisions will be described in the Offer to Purchase relating to the tender offer that will be distributed to shareholders. If the tender offer is fully subscribed, the completion of the tender offer and the share repurchases will result in the repurchase by Validus of $300.0 million of its common shares in the aggregate.

     The tender offer will not be conditional upon obtaining financing or any minimum number of common shares being tendered; however, the tender offer will be subject to a number of other terms and conditions, which will be specified in the Offer to Purchase. The tender offer will expire at 5:00 p.m., New York City time, on December 8, 2010, unless withdrawn or extended by the Company. Dowling & Partners Securities, LLC will serve as the dealer manager for the tender offer. Georgeson Inc. will serve as the information agent for the tender offer.

     While the Company’s Board of Directors has authorized the tender offer, it has not, nor has the Company, the dealer manager, the information agent or the depositary made, or is making, any recommendation to the Company’s shareholders as to whether to tender or refrain from tendering their common shares. Shareholders must make their own decision as to whether to tender their common shares and, if so, how many common shares to tender. Shareholders are urged to discuss their decision with their tax advisors, financial advisors and/or brokers.

     A summary of the share repurchases made to date under the Company’s previously announced share repurchase program is as follows:

	Share Repurchase Activity
	As at June 30,								As at September
Effect of share repurchases:	2010 (cumulative)		July		August		September		30, 2010
Aggregate purchase price (1)	$	528,604	$	3,994	$	38,845	$	19,604	$	62,443
Shares repurchased		20,598,594		163,100		1,551,000		757,573		2,471,673
Average price (1)	$	25.66	$	24.48	$	25.05	$	25.88	$	25.26
Estimated net accretive (dilutive) impact on:
Diluted BV per common share (2)	$	0.66							$	1.00
Diluted EPS — Quarter (3)	$	—							$	0.30

	Share Repurchase Activity
	As at September						As at November		Cumulative to Date
Effect of share repurchases:	30, 2010		October		November		3, 2010		Effect
Aggregate purchase price (1)	$	62,443	$	34,872	$	3,104	$	37,976	$	629,023
Shares repurchased		2,471,673		1,264,572		108,602		1,373,174		24,443,441
Average price (1)	$	25.26	$	27.58	$	28.58	$	27.66	$	25.73
Estimated net accretive (dilutive) impact on:
Diluted BV per common share (2)	$	1.00
Diluted EPS — Quarter (3)	$	0.30

Validus Holdings, Ltd. 29 Richmond Road, Pembroke, Bermuda HM08
Tel: 441.278.9000 Fax: 441.278.9009
www.validusholdings.com

7

(1)	Share transactions are on a trade date basis through November 3, 2010 and are inclusive of commissions. Average share price is rounded to two decimal places.
(2)	As the average price per share repurchased during the periods 2009 and 2010 was lower than the book value per common share, the repurchase of shares increased the Company’s ending book value per share.
(3)	The estimated impact on diluted earnings per share was calculated by comparing reported results versus i) net income per share plus an estimate of lost net investment income on the cumulative share repurchases divided by ii) weighted average diluted shares outstanding excluding the weighted average impact of cumulative share repurchases. The impact of cumulative share repurchases was accretive to diluted earnings per share.

Conference Call

     The Company will host a conference call for analysts and investors on November 5, 2010 at 9:00 AM (Eastern) to discuss the third quarter 2010 financial results and related matters. The conference call can be accessed via telephone by dialing 1-866-783-2144 (toll-free U.S.) or 1-857-350-1603 (international) and entering the pass code 24729846#. Those who intend to participate in the conference call should register at least ten minutes in advance to ensure access to the call. A telephone replay of the conference call will be available through November 19, 2010 by dialing 1-888-286-8010 (toll-free U.S) or 1-617-801-6888 (international) and entering the pass code 52740213#.

     This conference call will also be available through a live audio webcast accessible through the Investor Relations section of the Company’s website located at www.validusholdings.com. A replay of the webcast will be available at the Investor Relations section of the Company’s website through November 19, 2010. In addition, a financial supplement relating to our financial results for the three and nine months ended September 30, 2010 is available in the Investor Relations section of the Company’s website.

Press Release for Informational Purposes Only

     The discussion of the tender offer contained in this press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any of the Company’s common shares.

     The offer to purchase and the solicitation of the Company’s common shares will be made only pursuant to the Offer to Purchase, the related letter of transmittal and other related materials that are expected to be mailed to all shareholders shortly after commencement of the tender offer, at no expense to shareholders. Shareholders should read those materials and the documents incorporated therein by reference carefully when they become available because they will contain important information, including the various terms of, and conditions to, the tender offer. The Company will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (the “SEC”). The Tender Offer Statement (including the Offer to Purchase, the related letter of transmittal and other related materials) will also be available to shareholders at no charge at the SEC’s website at www.sec.gov, or the Investor Relations section of the Company’s website located at www.validusholdings.com, or from the information agent, Georgeson Inc. Shareholders are urged to read those materials carefully prior to making any decisions with respect to the tender offer.

     The foregoing description of the repurchase agreements is a summary of the material terms of such repurchase agreements and such summary is qualified in its entirety by reference to the full text of each of the repurchase agreements, which will be filed as Exhibits to a Current Report on Form 8-K to be filed by the Company with the SEC.

About Validus Holdings, Ltd.

     Validus Holdings, Ltd. is a provider of reinsurance and insurance, conducting its operations worldwide through two wholly-owned subsidiaries, Validus Reinsurance, Ltd. (“Validus Re”) and Talbot Holdings Ltd. (“Talbot”). Validus Re is a Bermuda based reinsurer focused on short-tail lines of reinsurance. Talbot is the Bermuda parent of the specialty insurance group primarily operating within the Lloyd’s insurance market through Syndicate 1183.

Validus Holdings, Ltd. 29 Richmond Road, Pembroke, Bermuda HM08
Tel: 441.278.9000 Fax: 441.278.9009
www.validusholdings.com

8

Validus Holdings, Ltd.
Consolidated Balance Sheets
As at September 30, 2010 (unaudited) and December 31, 2009
(Expressed in thousands of U.S. dollars, except share and per share information)

	September 30,			December 31,
	2010			2009
	(unaudited)
Assets
Fixed maturities, at fair value (amortized cost: 2010 - $5,105,832; 2009 - $4,870,395)	$	5,200,285		$	4,869,378
Short-term investments, at fair value (amortized cost: 2010 - $228,354; 2009 - $482,632)		228,356			481,766
Other investments, at fair value (amortized cost: 2010 - $18,392; 2009 - $35,941)		19,888			37,615
Cash and cash equivalents		518,770			387,585
Total investments and cash		5,967,299			5,776,344
Premiums receivable		745,968			551,616
Deferred acquisition costs		151,701			112,329
Prepaid reinsurance premiums		88,651			73,164
Securities lending collateral		33,135			90,350
Loss reserves recoverable		268,821			181,765
Paid losses recoverable		19,560			14,782
Income taxes recoverable		1,027			2,043
Intangible assets		119,935			123,055
Goodwill		20,393			20,393
Accrued investment income		41,464			38,077
Other assets		45,288			35,222
Total assets	$	7,503,242		$	7,019,140
Liabilities
Reserve for losses and loss expenses	$	2,020,845		$	1,622,134
Unearned premiums		955,236			724,104
Reinsurance balances payable		60,561			65,414
Securities lending payable		33,905			90,106
Deferred income taxes		23,827			24,508
Net payable for investments purchased		14,415			44,145
Accounts payable and accrued expenses		96,521			127,809
Senior notes payable		246,847			—
Debentures payable		289,800			289,800
Total liabilities		3,741,957			2,988,020
Commitments and contingent liabilities
Shareholders’ equity
Common shares, 571,428,571 authorized, par value $0.175 (Issued: 2010 - 132,308,157; 2009 - 131,616,349; Outstanding: 2010 - 109,237,890; 2009 - 128,459,478)		23,154			23,033
Treasury shares (2010 - 23,070,267; 2009 - 3,156,871)		(4,037	)		(553	)
Additional paid-in-capital		2,193,140			2,675,680
Accumulated other comprehensive (loss)		(4,945	)		(4,851	)
Retained earnings		1,553,973			1,337,811
Total shareholders’ equity		3,761,285			4,031,120
Total liabilities and shareholders’ equity	$	7,503,242		$	7,019,140

Validus Holdings, Ltd. 29 Richmond Road, Pembroke, Bermuda HM08
Tel: 441.278.9000 Fax: 441.278.9009
www.validusholdings.com

9

Validus Holdings, Ltd.
Consolidated Statements of Operations
For the three and nine months ended September 30, 2010 and 2009 (unaudited)
(Expressed in thousands of U.S. dollars, except share and per share information)

	Three Months Ended September 30,						Nine Months Ended September 30,
	(unaudited)						(unaudited)
	2010			2009 (1)			2010			2009 (1)
Underwriting income
Gross premiums written	$	344,040		$	331,028		$	1,731,835		$	1,365,951
Reinsurance premiums ceded		(35,641	)		(67,687	)		(194,106	)		(202,489	)
Net premiums written		308,399			263,341			1,537,729			1,163,462
Change in unearned premiums		124,275			111,376			(209,417	)		(141,786	)
Net premiums earned		432,674			374,717			1,328,312			1,021,676
Underwriting deductions
Losses and loss expenses		158,936			134,152			832,361			390,736
Policy acquisition costs		67,074			64,236			217,376			190,125
General and administrative expenses		48,831			46,036			154,779			125,315
Share compensation expenses		7,618			5,862			21,040			18,848
Total underwriting deductions		282,459			250,286			1,225,556			725,024
Underwriting income	$	150,215		$	124,431		$	102,756		$	296,652
Net investment income		34,033			29,532			103,141			83,267
Other income		1,082			1,101			4,667			2,875
Finance expenses		(13,715	)		(11,257	)		(42,084	)		(29,732	)
Operating income before taxes		171,615			143,807			168,480			353,062
Tax benefit (expense)		1,422			1,799			(2,068	)		3,301
Net operating income	$	173,037			145,606			166,412			356,363
Gain on bargain purchase, net of expenses		—			302,950			—			287,099
Net realized gains (losses) on investments		23,058			5,429			46,897			(20,642	)
Net unrealized gains on investments		31,588			50,437			88,641			109,839
Foreign exchange gains (losses)		10,790			(5,244	)		(2,073	)		(1,012	)
Net income	$	238,473		$	499,178		$	299,877		$	731,647
Selected ratios:
Net premiums written / Gross premiums written		89.6	%		79.6	%		88.8	%		85.2	%
Losses and loss expenses		36.7	%		35.8	%		62.7	%		38.2	%
Policy acquisition costs		15.5	%		17.1	%		16.4	%		18.6	%
General and administrative expenses		13.0	%		13.8	%		13.2	%		14.1	%
Expense ratio		28.5	%		30.9	%		29.6	%		32.7	%
Combined ratio		65.2	%		66.7	%		92.3	%		70.9	%

(1) The results of operations for IPC are consolidated only from the September 2009 date of acquisition.

Validus Holdings, Ltd. 29 Richmond Road, Pembroke, Bermuda HM08
Tel: 441.278.9000 Fax: 441.278.9009
www.validusholdings.com

10

Validus Holdings, Ltd.
Consolidated Segment Underwriting Income
For the three and nine months ended September 30, 2010 and 2009 (unaudited)
(Expressed in thousands of U.S. dollars, except share and per share information)

	Three months ended September 30,						Nine months ended September 30,
	(unaudited)						(unaudited)
	2010			2009 (1)			2010			2009 (1)
Validus Re
Gross premiums written	$	142,630		$	124,704		$	1,067,253		$	734,390
Reinsurance premiums ceded		(8,463	)		(38,435	)		(62,748	)		(94,794	)
Net premiums written		134,167			86,269			1,004,505			639,596
Change in unearned premiums		124,747			113,499			(199,629	)		(101,684	)
Net premiums earned		258,914			199,768			804,876			537,912
Losses and loss expenses		79,098			45,987			551,811			142,570
Policy acquisition costs		39,818			32,648			121,300			90,346
General and administrative expenses		5,663			17,987			32,958			45,928
Share compensation expenses		1,869			1,766			5,247			4,986
Total underwriting deductions		126,448			98,388			711,316			283,830
Underwriting income		132,466			101,380			93,560			254,082
Talbot
Gross premiums written	$	218,722		$	227,325		$	742,973		$	690,357
Reinsurance premiums ceded		(44,490	)		(50,253	)		(209,749	)		(166,491	)
Net premiums written		174,232			177,072			533,224			523,866
Change in unearned premiums		(472	)		(2,123	)		(9,788	)		(40,102	)
Net premiums earned		173,760			174,949			523,436			483,764
Losses and loss expenses		79,838			88,165			280,550			248,166
Policy acquisition costs		32,451			33,106			106,043			102,378
General and administrative expenses		33,201			23,424			83,709			65,565
Share compensation expenses		1,754			1,371			4,781			5,804
Total underwriting deductions		147,244			146,066			475,083			421,913
Underwriting income		26,516			28,883			48,353			61,851
Corporate & Eliminations
Gross premiums written	$	(17,312	)	$	(21,001	)	$	(78,391	)	$	(58,796	)
Reinsurance premiums ceded		17,312			21,001			78,391			58,796
Net premiums written		—			—			—			—
Change in unearned premiums		—			—			—			—
Net premiums earned		—			—			—			—
Losses and loss expenses		—			—			—			—
Policy acquisition costs		(5,195	)		(1,518	)		(9,967	)		(2,599	)
General and administrative expenses		9,967			4,625			38,112			13,822
Share compensation expenses		3,995			2,725			11,012			8,058
Total underwriting deductions		8,767			5,832			39,157			19,281
Underwriting (loss)		(8,767	)		(5,832	)		(39,157	)		(19,281	)
Total underwriting income	$	150,215		$	124,431		$	102,756		$	296,652

(1) The results of operations for IPC are consolidated only from the September 2009 date of acquisition.

Validus Holdings, Ltd. 29 Richmond Road, Pembroke, Bermuda HM08
Tel: 441.278.9000 Fax: 441.278.9009
www.validusholdings.com

11

Validus Holdings, Ltd.
Non-GAAP Financial Measure Reconciliation
Net Operating Income, Net Operating Income per share,
and Annualized Net Operating Return on Average Equity
For the three and nine months ended September 30, 2010 and 2009 (unaudited)
(Expressed in thousands of U.S. dollars, except share and per share information)

	Three months ended						Nine months ended
	(unaudited)						(unaudited)
	September 30,			September 30,			September 30,			September 30,
	2010			2009			2010			2009
Net income	$	238,473		$	499,178		$	299,877		$	731,647
Adjustments for:
Gain on bargain purchase, net of expenses		—			(302,950	)		—			(287,099	)
Net realized (gains) losses on investments		(23,058	)		(5,429	)		(46,897	)		20,642
Net unrealized (gains) on investments		(31,588	)		(50,437	)		(88,641	)		(109,839	)
Foreign exchange (gains) losses		(10,790	)		5,244			2,073			1,012
Net operating income		173,037			145,606			166,412			356,363
less: Dividends and distributions declared on outstanding warrants		(1,747	)		(1,591	)		(5,245	)		(4,917	)
Net operating income, adjusted	$	171,290		$	144,015		$	161,167		$	351,446
Net income per share — diluted	$	2.08		$	5.21		$	2.42		$	8.65
Adjustments for:
Gain on bargain purchase, net of expenses		—			(3.16	)		—			(3.39	)
Net realized (gains) losses on investments		(0.20	)		(0.06	)		(0.38	)		0.24
Net unrealized (gains) on investments		(0.28	)		(0.53	)		(0.72	)		(1.30	)
Foreign exchange (gains) losses		(0.09	)		0.06			0.02			0.01
Net operating income per share — diluted	$	1.51		$	1.52		$	1.34		$	4.21
Weighted average number of common shares and common share equivalents		114,842,742			95,834,809			123,735,683			84,626,505
Average shareholders’ equity	$	3,682,106		$	3,059,081		$	3,788,724		$	2,519,970
Annualized net operating return on average equity		18.8	%		19.0	%		5.9	%		18.9	%

Validus Holdings, Ltd. 29 Richmond Road, Pembroke, Bermuda HM08
Tel: 441.278.9000 Fax: 441.278.9009
www.validusholdings.com

12

Validus Holdings, Ltd.
Non-GAAP Financial Measure Reconciliation
Diluted Book Value Per Common Share
As at September 30, 2010 and December 31, 2009
(Expressed in thousands of U.S. dollars, except share and per share information)

	As at September 30, 2010
	(unaudited)
							Book Value Per
	Equity Amount		Shares		Exercise Price		Share
Book value per common share
Total shareholders’ equity	$	3,761,285		109,237,890			$	34.43
Diluted book value per common share
Total shareholders’ equity		3,761,285		109,237,890
Assumed exercise of outstanding warrants		139,400		7,942,120	$	17.55
Assumed exercise of outstanding stock options		63,790		3,215,198	$	19.84
Unvested restricted shares		—		3,400,376
Diluted book value per common share	$	3,964,475		123,795,584			$	32.02

	As at December 31, 2009
							Book Value Per
	Equity Amount		Shares		Exercise Price		Share
Book value per common share
Total shareholders’ equity	$	4,031,120		128,459,478			$	31.38
Diluted book value per common share
Total shareholders’ equity		4,031,120		128,459,478
Assumed exercise of outstanding warrants		139,576		7,952,138	$	17.55
Assumed exercise of outstanding stock options		65,159		3,278,015	$	19.88
Unvested restricted shares		—		3,020,651
Diluted book value per common share	$	4,235,855		142,710,282			$	29.68

Validus Holdings, Ltd. 29 Richmond Road, Pembroke, Bermuda HM08
Tel: 441.278.9000 Fax: 441.278.9009
www.validusholdings.com

13

Cautionary Note Regarding Forward-Looking Statements

     This press release may include forward-looking statements, both with respect to the Company and its industry, that reflect our current views with respect to future events and financial performance. Statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “will,” “may” and similar statements of a future or forward-looking nature identify forward-looking statements. All forward-looking statements address matters that involve risks and uncertainties, many of which are beyond the Company’s control. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements. We believe that these factors include, but are not limited to, the following: 1) unpredictability and severity of catastrophic events; 2) rating agency actions; 3) adequacy of Validus’ risk management and loss limitation methods; 4) cyclicality of demand and pricing in the insurance and reinsurance markets; 5) statutory or regulatory developments including tax policy, reinsurance and other regulatory matters; 6) Validus’ ability to implement its business strategy during “soft” as well as “hard” markets; 7) adequacy of Validus’ loss reserves; 8) continued availability of capital and financing; 9) retention of key personnel; 10) competition; 11) potential loss of business from one or more major insurance or reinsurance brokers; 12) Validus’ ability to implement, successfully and on a timely basis, complex infrastructure, distribution capabilities, systems, procedures and internal controls, and to develop accurate actuarial data to support the business and regulatory and reporting requirements; 13) general economic and market conditions (including inflation, volatility in the credit and capital markets, interest rates and foreign currency exchange rates); 14) the integration of businesses Validus may acquire or new business ventures Validus may start; 15) the effect on Validus’ investment portfolios of changing financial market conditions including inflation, interest rates, liquidity and other factors; 16) acts of terrorism or outbreak of war; 17) availability of reinsurance and retrocessional coverage; 18) the ability of Validus to commence and complete the tender offer and the share repurchases, the price at which Validus purchases shares in the tender offer, the share repurchases or otherwise, and the number of shares it is able to purchase pursuant to the tender offer, the share repurchases or otherwise; and 19) the ability of Validus to achieve the benefits contemplated by the tender offer and the share repurchases as well as management’s response to any of the aforementioned factors.

     The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the risk factors included in Validus’ most recent reports on Form 10-K and Form 10-Q and other documents of the Company on file with or furnished to the Securities and Exchange Commission (“SEC”). Any forward-looking statements made in this press release are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by Validus will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Validus or its business or operations. Except as required by law, the Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

Non-GAAP Financial Measures

     In presenting the Company’s results, management has included and discussed certain schedules containing net operating income (loss), net operating income (loss) per share, underwriting income (loss), annualized net operating return on average equity and diluted book value per common share that are not calculated under standards or rules that comprise U.S. GAAP. Such measures are referred to as non-GAAP. Non-GAAP measures may be defined or calculated differently by other companies. These measures should not be viewed as a substitute for those determined in accordance with U.S. GAAP. A reconciliation of net operating income to net income, the most comparable U.S. GAAP financial measure, is presented in the section above entitled “Net Operating Income, Net Operating Income per share and Annualized Net Operating Return on Average Equity”. A reconciliation of underwriting income to net income, the most comparable U.S. GAAP financial measure, is presented in the “Consolidated Statements of Operations” above. Underwriting income indicates the performance of the Company’s core underwriting function, excluding revenues and expenses. The Company believes the reporting of underwriting income enhances the

Validus Holdings, Ltd. 29 Richmond Road, Pembroke, Bermuda HM08
Tel: 441.278.9000 Fax: 441.278.9009
www.validusholdings.com

14

understanding of our results by highlighting the underlying profitability of the Company’s core insurance and reinsurance business. Underwriting profitability is influenced significantly by earned premium growth, adequacy of the Company’s pricing and loss frequency and severity. Underwriting profitability over time is also influenced by the Company’s underwriting discipline, which seeks to manage exposure to loss through favorable risk selection and diversification, its management of claims, its use of reinsurance and its ability to manage its expense ratio, which it accomplishes through its management of acquisition costs and other underwriting expenses. The Company believes that underwriting income provides investors with a valuable measure of profitability derived from underwriting activities.

     Annualized net operating return on average equity is presented in the section above entitled “Net Operating Income, Net Operating Income per share and Annualized Net Operating Return on Average Equity”. A reconciliation of diluted book value per share to book value per share, the most comparable U.S. GAAP financial measure, is presented in the section above entitled “Diluted Book Value Per Share”. Net operating income (loss) is calculated based on net income (loss) excluding net realized gains (losses), net unrealized gains (losses) on investments, gains (losses) arising from translation of non-US$ denominated balances and non-recurring items. Realized gains (losses) from the sale of investments are driven by the timing of the disposition of investments, not by our operating performance. Gains (losses) arising from translation of non-US$ denominated balances are unrelated to our underlying business.

Validus Holdings, Ltd. 29 Richmond Road, Pembroke, Bermuda HM08
Tel: 441.278.9000 Fax: 441.278.9009
www.validusholdings.com

15

EX-99.2

Exhibit 99.2

Validus Holdings, Ltd.
The Chartis Building
29 Richmond Road
Pembroke, HM 08 Bermuda

Validus Holdings, Ltd. Announces Plans to Repurchase
up to $300 Million Validus Common Shares

Pembroke, Bermuda – November 4, 2010 – Validus Holdings, Ltd. (NYSE: VR) (“Validus” or the “Company”) announced today that its Board of Directors has approved share repurchase transactions aggregating $300.0 million. These repurchases will be effected by a tender offer, which the Company intends to commence on Monday, November 8, 2010, for up to 7,945,400 of its common shares at a price of $30.00 per share. In addition, Validus has entered into separate repurchase agreements with funds affiliated with or managed by each of Aquiline Capital Partners LLC, New Mountain Capital, LLC and Vestar Capital Partners to purchase 2,054,600 common shares in the aggregate at the same per share price as the tender offer, for an aggregate purchase price of approximately $61.6 million, subject to completion of the tender offer. The tender offer and share repurchases are part of the Company’s ongoing program to return capital to shareholders through share repurchases or other means. As a result of these transactions, the Company expects to repurchase an aggregate of 10.0 million common shares. This amount is in addition to the $629.0 million of common shares repurchased by the Company through November 3, 2010 under its previously authorized share repurchase program announced in February 2010.

Tendering shareholders will receive the purchase price in cash, without interest, for common shares properly tendered in the tender offer and not properly withdrawn, subject to the conditions of the tender offer, including the provisions relating to proration, “odd lot” priority and conditional tender in the event that more than 7,945,400 common shares are properly tendered in the tender offer and not properly withdrawn. These provisions will be described in the Offer to Purchase relating to the tender offer that will be distributed to shareholders. If the tender offer is fully subscribed, the completion of the tender offer and the share repurchases will result in the repurchase by Validus of $300 million of its common shares in the aggregate.

The tender offer will not be conditional upon obtaining financing or any minimum number of common shares being tendered; however, the tender offer will be subject to a number of other terms and conditions, which will be specified in the Offer to Purchase. The tender offer will expire at 5:00 p.m., New York City time, on December 8, 2010, unless withdrawn or extended by the Company. Dowling & Partners Securities, LLC will serve as the dealer manager for the tender offer. Georgeson Inc. will serve as the information agent for the tender offer.

While the Company’s Board of Directors has authorized the tender offer, it has not, nor has the Company, the dealer manager, the information agent or the depositary made, or is making, any recommendation to the Company’s shareholders as to whether to tender or refrain from tendering their common shares. Shareholders must make their own decision as to whether to tender their common shares and, if so, how many common shares to tender. Shareholders are urged to discuss their decision with their tax advisors, financial advisors and/or brokers.

Press Release for Informational Purposes Only

The discussion of the tender offer contained in this press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any of the Company’s common shares.

The offer to purchase and the solicitation of the Company’s common shares will be made only pursuant to the Offer to Purchase, the related letter of transmittal and other related materials that are expected to be mailed to all shareholders shortly after commencement of the tender offer, at no expense to shareholders. Shareholders should read those materials and the documents incorporated therein by reference carefully when they become available because they will contain important information, including the various terms of, and conditions to, the tender offer. The Company will file a Tender Offer Statement on Schedule TO with the Securities Exchange Commission (the “SEC”). The Tender Offer Statement (including the Offer to Purchase, the related letter of transmittal and other related materials) will also be available to shareholders at no charge at the SEC’s website at www.sec.gov, or the Investor Relations section of the Company’s website located at www.validusholdings.com, or from the information agent, Georgeson Inc. Shareholders are urged to read those materials carefully prior to making any decisions with respect to the tender offer.

The foregoing description of the repurchase agreements is a summary of the material terms of such repurchase agreements and such summary is qualified in its entirety by reference to the full text of each of the repurchase agreements, which will be attached as exhibits to a Current Report on Form 8-K to be filed by the Company with the SEC.

About Validus Holdings, Ltd.

Validus Holdings, Ltd. is a provider of reinsurance and insurance, conducting its operations worldwide through two wholly-owned subsidiaries, Validus Reinsurance, Ltd. (“Validus Re”) and Talbot Holdings Ltd. (“Talbot”). Validus Re is a Bermuda based reinsurer focused on short-tail lines of reinsurance. Talbot is the Bermuda parent of the specialty insurance group primarily operating within the Lloyd’s insurance market through Syndicate 1183.

Contacts:

Investors:
Validus Holdings, Ltd.
Jon Levenson, Senior Vice President
+1-441-278-9000

or

Media:
Jamie Tully/Jonathan Doorley
Sard Verbinnen & Co
+1-212-687-8080
Roddy Watt/Tony Friend
College Hill
+44 (0)20 7457 2020

Cautionary Note Regarding Forward-Looking Statements

This news release may include forward-looking statements, both with respect to us and our industry, that reflect our current views with respect to future events and financial performance. Statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “will,” “may” and similar statements of a future or forward-looking nature identify forward-looking statements. All forward-looking statements address matters that involve risks and uncertainties, many of which are beyond the Company’s control. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements. We believe that these factors include, but are not limited to, the following: 1) unpredictability and severity of catastrophic events; 2) rating agency actions; 3) adequacy of Validus’ risk management and loss limitation methods; 4) cyclicality of demand and pricing in the insurance and reinsurance markets; 5) statutory or regulatory developments including tax policy, reinsurance and other regulatory matters; 6) Validus’ ability to implement its business strategy during “soft” as well as “hard” markets; 7) adequacy of Validus’ loss reserves; 8) continued availability of capital and financing; 9) retention of key personnel; 10) competition; 11) potential loss of business from one or more major insurance or reinsurance brokers; 12) Validus’ ability to implement, successfully and on a timely basis, complex infrastructure, distribution capabilities, systems, procedures and internal controls, and to develop accurate actuarial data to support the business and regulatory and reporting requirements; 13) general economic and market conditions (including inflation, volatility in the credit and capital markets, interest rates and foreign currency exchange rates); 14) the integration of businesses Validus may acquire or new business ventures Validus may start; 15) the effect on Validus’ investment portfolios of changing financial market conditions including inflation, interest rates, liquidity and other factors; 16) acts of terrorism or outbreak of war; 17) availability of reinsurance and retrocessional coverage; 18) the ability of Validus to commence and complete the tender offer and the share repurchases, the price at which Validus purchases shares in the tender offer, the share repurchases or otherwise, and the number of shares it is able to purchase pursuant to the tender offer, the share repurchases or otherwise; and 19) the ability of Validus to achieve the benefits contemplated by the tender offer and the share repurchases, as well as management’s response to any of the aforementioned factors.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the Risk Factors included in our most recent reports on Form 10-K and Form 10-Q and other documents on file with the SEC. Any forward-looking statements made in this news release are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us or our business or operations. We undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

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