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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): June 8, 2009

VALIDUS HOLDINGS, LTD.

(Exact name of registrant as specified in its charter)

Bermuda
(State or other jurisdiction
of incorporation) 001-33606
(Commission File Number) 98-0501001
(I.R.S. Employer
Identification No.)

19 Par-La-Ville Road, Hamilton, HM 11 Bermuda
(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:

þ 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))

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

TABLE OF CONTENTS

	Item 8.01. Other Events.
	Item 9.01 Financial Statements and Exhibits.
EXHIBIT INDEX
SIGNATURES
EX-99.1
EX-99.2
EX-99.3

Item 8.01. Other Events.

Validus Holdings, Ltd. (“Validus”) announced on June 8, 2009 that it has further increased its offer to amalgamate with IPC Holdings, Ltd. (“IPC”). Validus has delivered an offer letter (the “Offer Letter”) to the Board of Directors of IPC in which Validus has proposed an amalgamation with IPC pursuant to which Validus would pay per share consideration consisting of 1.1234 Validus voting common shares, par value $0.175 per share (“Validus Shares”), and $3.75 in cash, less any applicable withholding tax and without interest. The increased offer provides IPC shareholders with total consideration of $30.67 per IPC common share, par value $0.01 per share (“IPC Shares”), based on the closing price of Validus Shares on Friday, June 5, 2009, a 9.8% premium to the closing price of IPC Shares that day and a 24.9% premium based on the respective closing prices of Validus Shares and IPC Shares on March 30, 2009, the last trading day before the announcement of Validus’ initial amalgamation offer to IPC.

Validus delivered with the Offer Letter a signed second amendment, dated as of June 8, 2009 (the “Second Amendment”), to the Agreement and Plan of Amalgamation, dated as of March 31, 2009 (the “Amalgamation Agreement”), as amended by an amendment dated as of May 18, 2009, such that, upon termination of IPC’s amalgamation agreement with Max Capital Group Ltd., IPC would have the certainty of Validus’ transaction and would be able to sign the Amalgamation Agreement and the amendments thereto.

Pursuant to the Second Amendment, the terms of the Amalgamation Agreement have been amended to alter the per share consideration to be paid to the holders of IPC Shares by providing for $3.75 in cash, less any applicable withholding tax and without interest, which represents an increase of $0.75 in per share cash consideration.

A copy of the Offer Letter is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. A copy of the Second Amendment is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference. A copy of the press release announcing the Offer Letter and the Second Amendment is attached to this Current Report on Form 8-K as Exhibit 99.3 and is incorporated herein by reference. The descriptions of the Offer Letter and the Second Amendment and the transactions contemplated thereby are not complete and are qualified in their entirety by reference to the Offer Letter and the Second Amendment.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
Exhibit 99.1	Offer Letter by Validus Holdings, Ltd., dated as of June 8, 2009.
Exhibit 99.2	Second Amendment to Agreement and Plan of Amalgamation, dated as of June 8, 2009, between IPC Holdings, Ltd. (signature pending), Validus Holdings, Ltd. and Validus Ltd.
Exhibit 99.3	Press Release, dated June 8, 2009, entitled “Validus Further Increases Offer for IPC Holdings.”

EXHIBIT INDEX

Exhibit	Description
Exhibit 99.1	Offer Letter by Validus Holdings, Ltd., dated as of June 8, 2009.
Exhibit 99.2	Second Amendment to Agreement and Plan of Amalgamation, dated as of June 8, 2009, between IPC Holdings, Ltd. (signature pending), Validus Holdings, Ltd. and Validus Ltd.
Exhibit 99.3	Press Release, dated June 8, 2009, entitled “Validus Further Increases Offer for IPC Holdings.”

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: June 8, 2009

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

EX-99.1

Exhibit 99.1

Validus Holdings, Ltd.
Bermuda Commercial Bank Building
19 Par-la-Ville Road
Hamilton, HM 11
Bermuda

Mailing Address:
Suite 1790
48 Par-la-Ville Road
Hamilton, HM 11
Bermuda

Telephone: (441) 278-9000
Facsimile: (441) 278-9090
Website: www.validusre.bm

June 8, 2009

The Board of Directors of IPC Holdings, Ltd.
c/o James P. Bryce, President and Chief Executive Officer
     American International Bldg.
     29 Richmond Road
     Pembroke, HM 08
     Bermuda

Re: Further Increased Offer by Validus Holdings, Ltd. (“Validus”) to IPC Holdings, Ltd. (“IPC”)

Dear Sirs:

On behalf of Validus, I am writing to further increase our offer pursuant to which Validus would pay a premium to the holders of IPC shares and Validus and IPC would amalgamate in a share-for-share exchange. We are prepared to amalgamate with IPC for total consideration consisting of 1.1234 Validus voting common shares and cash of $3.75 for each outstanding IPC share, an increase in the cash consideration of $0.75 for each outstanding IPC share from our May 18, 2009 offer. The increased offer provides IPC shareholders with total consideration of $30.67 per IPC share based on Validus’ closing price on Friday, June 5, 2009, a 9.8% premium to IPC’s closing price that day and a 24.9% premium based on the closing prices of Validus and IPC on March 30, 2009, the last trading day before the announcement of Validus’ initial offer.

This significant cash increase underscores our strong commitment to the acquisition of IPC and reinforces the clear superiority of our offer over IPC’s proposed amalgamation with Max Capital Group Ltd. (“Max”), providing IPC shareholders with the opportunity to receive a significantly larger cash component than under the proposed amalgamation with Max and the opportunity to benefit from being part of a much stronger, far more profitable, and well-diversified company.

Our board of directors has approved the submission of our further increased offer and delivery of the enclosed signed second amendment to the amalgamation agreement that we delivered to you on March 31, 2009, as amended by the amendment to the amalgamation agreement that we delivered to you on May 18, 2009, so that, upon termination of the Agreement and Plan of Amalgamation among IPC, IPC Limited and Max, dated as of March 1, 2009 (as amended, the “Max Plan of Amalgamation”), you have the certainty of our transaction and are able to sign the amalgamation agreement that was delivered to you on March 31, 2009 and the amendments thereto. Our further increased offer remains structured as a reorganization for U.S. federal income tax purposes and does not require any external financing. It is also not conditioned on a specified rating by the rating agencies. The only conditions to our offer are those contained in the executed amalgamation agreement, as amended, which we have left substantially the same as those contained in your agreement with Max to facilitate your Board’s ability to execute our agreement without delay.

As you know, we previously commenced an Exchange Offer and will continue to pursue our previously announced Scheme of Arrangement. We will also be amending the terms of the Exchange Offer and Scheme of Arrangement to reflect the improved economic terms of our offer described above.

We firmly believe that the IPC Board should refrain from taking any further action which could compromise the ability of IPC’s shareholders to obtain the benefits of our more favorable transaction. Therefore, if IPC’s shareholders reject the proposed Max amalgamation on June 12th, we urge the IPC Board to do the right thing by immediately terminating the Max Plan of Amalgamation and agreeing to the superior value of our offer for the benefit of IPC’s shareholders. We and our financial advisors, Greenhill & Co., LLC, and our legal advisors, Cahill Gordon & Reindel LLP and Skadden, Arps, Slate, Meagher & Flom LLP, are prepared to move forward immediately.

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Sincerely,

/s/ Edward J. Noonan
Edward J. Noonan
Chairman and Chief Executive Officer

Enclosure

cc: Robert F. Greenhill
Greenhill & Co., LLC

John J. Schuster
Cahill Gordon & Reindel LLP

Stephen F. Arcano
Skadden, Arps, Slate, Meagher & Flom LLP

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EX-99.2

Exhibit 99.2

SECOND AMENDMENT TO

AGREEMENT AND PLAN OF AMALGAMATION

between

IPC HOLDINGS, LTD.,

VALIDUS HOLDINGS, LTD.,

and

VALIDUS LTD.

Dated as of June 8, 2009

     AMENDMENT dated as of June 8, 2009 (this “Amendment”) to the Agreement and Plan of Amalgamation dated as of March 31, 2009 and amended by the amendment dated as of May 18, 2009 (as amended, the “Agreement”), between IPC HOLDINGS, LTD., a Bermuda exempted company (“IPC”), VALIDUS HOLDINGS, LTD., a Bermuda exempted company (“Validus”) and VALIDUS LTD., a Bermuda exempted company and a wholly owned subsidiary of Validus (“Amalgamation Sub”).

     WHEREAS, pursuant to Section 8.11 of the Agreement, the Agreement is hereby amended to reflect the changes set forth herein.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency thereof of which is hereby acknowledged, the parties hereby agree as follows:

     1.1 Defined Terms; References. Capitalized terms used in this Amendment and not otherwise defined shall have the meanings assigned to such terms in the Agreement. Each reference to “hereof,” “hereunder,” “herein,” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar references contained in the Agreement shall refer to the Agreement as amended and modified by this Amendment and the amendment dated as of May 18, 2009.

     1.2 Amendments to the Amalgamation Agreement. The Amalgamation Agreement is, as of the date hereof, hereby amended as set forth below:

          (a) Section 2.1 of the Amalgamation Agreement is hereby amended by deleting the first paragraph and section (a) thereof and replacing them in their entirety with the following:

     “2.1 Effect on Share Capital. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Amalgamation and without any action on the part of the holder of any common shares in IPC, each having a par value of $0.01 (each, an “IPC Common Share”), as evidenced by way of entry in the register of shareholders of IPC (the “IPC Share Register”) or by share certificates registered in the name of a shareholder and representing outstanding IPC Common Shares (each, an “IPC Certificate”):

     (a) Conversion of IPC Common Shares. Each IPC Common Share, issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) shall be cancelled and converted into the right to receive (i) shares in the share capital of Validus, each having a par value of $0.175 (each, a “Validus Common Share”) equal to 1.1234 (the “Exchange Ratio”) and (ii) $3.75 per IPC Common Share in cash without interest (the “Per Share Cash Consideration”) (the Exchange Ratio, the Per Share Cash Consideration, together with any cash paid in lieu of fractional shares in accordance with Section 2.2(e), the “Consideration”). Upon such conversion, each IPC Common Share shall be cancelled and each holder of shares registered in the IPC Share Register or holding a valid IPC Certificate immediately prior to the Effective Time shall thereafter cease to have any rights with respect to such shares except the right to receive the Consideration. The Consideration shall be appropriately adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Validus Common Shares or IPC Common Shares), reorganization, recapitalization, reclassification or other like change with respect to Validus Common Shares or IPC Common Shares having a record date on or after the date hereof and prior to the Effective Time.”

          (b) Section 3.21(b) of the Amalgamation Agreement is hereby deleted and replaced in its entirety with the following:

     “(b) In the case of Validus, the board of directors of Validus has received the opinion of its financial advisor, Greenhill, dated June 7, 2009, to the effect that, among other matters, as of such date, the Consideration pursuant to the Amalgamation is fair, from a financial point of view, to Validus.”

     1.3 Effect of Amendment. This Amendment shall not constitute an amendment or modification of any provision of, or exhibit or schedule to, the Agreement not expressly referred to herein. Except as expressly amended or modified herein, the provisions and exhibits and schedules of the Agreement are and shall remain in full force and effect.

     1.4 Counterparts. This Amendment may be executed in separate counterparts, each of which shall be considered one and the same agreement and shall become effective when each of the parties has delivered a signed counterpart to the other parties, it being understood that all parties need not sign the same counterpart. Such counterpart executions may be transmitted to the parties by facsimile or electronic transmission, which shall have the full force and effect of an original signature.

     1.5 Incorporation. Article VIII of the Agreement is hereby incorporated by reference into this Amendment as if set forth in its entirety herein.

[Remainder of this page intentionally left blank]

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     IN WITNESS WHEREOF, IPC, Amalgamation Sub and Validus have caused this Amendment to be signed by their respective officers thereunto duly authorized, all as of the date first set forth above.

IPC HOLDINGS, LTD.
By:
	Name:	James P. Bryce
	Title:	Chief Executive Officer

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VALIDUS HOLDINGS, LTD.
By:	/s/ Edward J. Noonan
	Name:	Edward J. Noonan
	Title:	Chairman and Chief Executive Officer
VALIDUS LTD.
By:	/s/ Joseph E. (Jeff) Consolino
	Name:	Joseph E. (Jeff) Consolino
	Title:	Chief Financial Officer

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EX-99.3

Exhibit 99.3

Validus Holdings, Ltd.
Bermuda Commercial Bank Building
19 Par-la-Ville Road
Hamilton, HM 11
Bermuda

Mailing Address:
Suite 1790
48 Par-la-Ville Road
Hamilton, HM 11
Bermuda

Telephone: (441) 278-9000
Facsimile: (441) 278-9090
Website: www.validusre.bm

VALIDUS FURTHER INCREASES OFFER FOR IPC HOLDINGS

Increased Offer Provides Total Current Consideration of
$30.67 per IPC Share, Including $3.75 in Cash

Validus Urges IPC Shareholders to Vote AGAINST Max Amalgamation

Hamilton, Bermuda — June 8, 2009 — Validus Holdings, Ltd. (“Validus”) (NYSE: VR) today announced that it has delivered a further increased offer to the Board of Directors of IPC Holdings, Ltd. (“IPC”) (NASDAQ: IPCR) for the amalgamation of Validus and IPC. Under Validus’ increased offer, IPC shareholders will now receive $3.75 in cash for each IPC common share, an increase of $0.75 per share in cash from Validus’ previous offer, and 1.1234 Validus voting common shares.

The increased offer provides IPC shareholders with total consideration of $30.67 per IPC share based on Validus’ closing price on Friday, June 5th, 2009, a 9.8% premium to IPC’s closing price that day and a 24.9% premium based on the closing prices of Validus and IPC on March 30, 2009, the last trading day before the announcement of Validus’ initial offer.

“This significant cash increase maintains the clear superiority of Validus’ offer,” stated Ed Noonan, Validus’ Chairman and Chief Executive Officer. “Unlike the proposed amalgamation with Max, the Validus offer provides a substantial premium to IPC shareholders, a significantly larger cash component, and the opportunity to benefit from being part of a much stronger, far more profitable, and well diversified company. We are fully committed to providing IPC shareholders with the superior economics of our offer if the proposed Max amalgamation is rejected at IPC’s shareholders meeting on June 12th.”

Validus is also amending the terms of its Exchange Offer for all of the outstanding common shares of IPC, as well as its previously announced Scheme of Arrangement, to reflect its increased offer for IPC.

Vote AGAINST Proposed Max Amalgamation
IPC’s annual general meeting is only 4 days away. Validus urges IPC shareholders to preserve their right to receive Validus’ superior offer by voting AGAINST the proposed Max amalgamation on the GOLD proxy card TODAY. Shareholders who have previously voted on IPC’s white proxy card are urged to revoke or change that vote by contacting Georgeson Inc. toll-free at (888) 274-5119 (banks and brokers should call (212) 440-9800), or email validusIPC@georgeson.com.

For the latest copies of the transaction documents, proxy materials and an investor presentation detailing the benefits of Validus’ superior offer, please visit www.ValidusTransaction.com.

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

Media:
Jamie Tully/Jonathan Doorley
Sard Verbinnen & Co
+1-212-687-8080

OR

Roddy Watt/Tony Friend
College Hill
+44 (0)20 7457 2020

Cautionary Note Regarding Forward-Looking Statements

This press 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. All forward-looking statements address matters that involve risks and uncertainties, many of which are beyond our 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, those set forth in the proxy statements and registration statement that Validus has filed with the Securities and Exchange Commission (“SEC”) relating to its proposed acquisition of IPC, and should be read in conjunction with the cautionary statements and risk factors included in our most recent reports on Form 10-K and Form 10-Q and the risk factors included in IPC’s most recent reports on Form 10-K and Form 10-Q and other documents of Validus and IPC on file with the SEC. Except as required by law, we undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

Additional Information about the Proposed Acquisition and Where to Find It:

This press release relates to the Exchange Offer by Validus to exchange each issued and outstanding common share of IPC for 1.1234 voting common shares of Validus and $3.75 in cash. This press release is for informational purposes only and does not constitute an offer to exchange, or a solicitation of an offer to exchange, IPC common shares, nor is it a substitute for the Tender Offer Statement on Schedule TO or the preliminary prospectus/offer to exchange included in the Registration Statement on Form S-4 (including the press release of transmittal and related documents and as amended and supplemented from time to time, the “Exchange Offer Documents”) that Validus has filed or may file with the SEC. The Registration Statement has not yet become effective. The Exchange Offer will be made only through the Exchange Offer Documents.

This press release is not a substitute for the proxy statements that Validus has filed or may file with the SEC or any other documents which Validus may send to its or IPC’s shareholders in connection with the proposed acquisition. Validus has sent a definitive proxy statement to IPC shareholders seeking proxies

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to oppose the issuance of IPC shares in connection with the amalgamation agreement between IPC and Max (the “Opposition Proxy Statement”). Validus has also sent a definitive proxy statement to its shareholders seeking proxies to approve the issuance of Validus voting common shares in connection with the proposed transaction between IPC and Validus (the “Validus Share Issuance Proxy Statement”). In addition, Validus has filed preliminary proxy statements with the SEC in connection with the Scheme of Arrangement (the “Scheme of Arrangement Proxy Statements”).

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE EXCHANGE OFFER DOCUMENTS, THE OPPOSITION PROXY STATEMENT, THE VALIDUS SHARE ISSUANCE PROXY STATEMENT, THE SCHEME OF ARRANGEMENT PROXY STATEMENTS AND ANY OTHER PROXY STATEMENTS OR RELEVANT DOCUMENTS THAT VALIDUS HAS FILED OR MAY FILE WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. All such documents, when filed, are available free of charge at the SEC’s website (www.sec.gov) or by directing a request to Validus through Jon Levenson, Senior Vice President, at +1-441-278-9000.

Participants in the Solicitation:

Validus and certain of its executive officers are deemed to be participants in any solicitation of shareholders in connection with the proposed acquisition. Information about Validus’ executive officers is available in Validus’ proxy statement, dated March 25, 2009 for its 2009 annual general meeting of shareholders.

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