8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): April 2, 2009

Max Capital Group Ltd.

(Exact Name of Registrant as Specified in its Charter)

Bermuda	000-33047	98-0584464
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Max House, 2 Front Street, Hamilton, Bermuda	HM 11
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (441) 295-8800

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:

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

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

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

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

Item 8.01 Other Events.

On April 2, 2009, Max Capital Group Ltd. (“Max”) issued a news release regarding a letter sent to the Board of Directors of IPC Holdings, Ltd. (“IPC”) relating to the pending IPC/Max merger. The letter contained in the news release refers to certain exhibits. The press release and the exhibits referred to in the letter are attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

99.1 News Release dated April 2, 2009 and Materials Prepared for IPC Holdings Ltd.’s Board of Directors.

This filing includes statements about future economic performance, finances, expectations, plans and prospects of both IPC Holdings, Ltd. (“IPC”) and Max Capital Group Ltd. (“Max”) that constitute forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to certain risks and uncertainties, including the risks described in the joint proxy statement/prospectus of IPC and Max that has been filed with the Securities Exchange Commission (“SEC”) under “Risk Factors,” many of which are difficult to predict and generally beyond the control of IPC and Max, that could cause actual results to differ materially from those expressed in or suggested by such statements. For further information regarding cautionary statements and factors affecting future results, please also refer to the most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q filed subsequent to the Annual Report and other documents filed by each of IPC or Max, as the case may be, with the SEC. Neither IPC nor Max undertakes any obligation to update or revise publicly any forward-looking statement whether as a result of new information, future developments or otherwise.

This filing contains certain forward-looking statements within the meaning of the U.S. federal securities laws. Statements that are not historical facts, including statements about our beliefs, plans or expectations, are forward-looking statements. These statements are based on our current plans, estimates and expectations. Some forward-looking statements may be identified by our use of terms such as “believes,” “anticipates,” “intends,” “expects” and similar statements of a future or forward looking nature. In light of the inherent risks and uncertainties in all forward-looking statements, the inclusion of such statements in this filing should not be considered as a representation by us or any other person that our objectives or plans will be achieved. A non-exclusive list of important factors that could cause actual results to differ materially from those in such forward-looking statements includes the following: (a) the occurrence of natural or man-made catastrophic events with a frequency or severity exceeding our expectations; (b) the adequacy of our loss reserves and the need to adjust such reserves as claims develop over time; (c) any lowering or loss of financial ratings of any wholly-owned operating subsidiary; (d) the effect of competition on market trends and pricing; (e) changes in general economic conditions, including changes in interest rates and/or equity values in the United States of America and elsewhere and continued instability in global credit markets; and (f) other factors set forth in the joint proxy statement/prospectus of IPC and Max, the most recent reports on Form 10-K, Form 10-Q and other documents of IPC or Max, as the case may be, on file with the SEC. Risks and uncertainties relating to the proposed transaction include the risks that: the parties will not obtain the requisite shareholder or regulatory approvals for the transaction; the anticipated benefits of the transaction will not be realized; and/or the proposed transactions will not be consummated. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We do not intend, and are under no obligation, to update any forward looking statement contained in this filing.

ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION AND WHERE TO FIND IT:

This material relates to a business combination transaction between IPC and Max. On March 27, 2009, IPC and Max filed with the SEC a registration statement on Form S-4, including the preliminary joint proxy statement/prospectus constituting a part thereto. This material is not a substitute for the joint proxy statement/prospectus or any other documents which IPC or Max may file with the SEC or send to their respective shareholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED, OR THAT WILL BE FILED, WITH THE SEC, INCLUDING THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE DEFINITIVE REGISTRATION STATEMENT, AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. All such documents, if filed, would be available free of charge at the SEC’s website (www.sec.gov) or by directing a request to IPC, at Jim Bryce, President and Chief Executive Officer, or John Weale, Executive Vice President and Chief Financial Officer, at 441-298-5100, in the case of IPC’s filings, or Max, at Joe Roberts, Chief Financial Officer, or Susan Spivak Bernstein, Senior Vice President, Investor Relations at 441-295-8800, in the case of Max’s filings.

PARTICIPANTS IN THE SOLICITATION:

IPC and Max and their respective directors, executive officers and other employees may be deemed to be participants in any solicitation of IPC and Max shareholders, respectively, in connection with the proposed transaction. Information about IPC’s and Max’s directors and executive officers is available in IPC’s and Max’s proxy statements, dated April 29, 2008 and March 19, 2008, respectively for their 2008 annual meetings of shareholders.

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.

	Max Capital Group Ltd.
	(Registrant)
Date: April 2, 2009	/s/    Joseph W. Roberts
	Name:	Joseph W. Roberts
	Title:	Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	News Release dated April 2, 2009 and Materials Prepared for IPC Holdings Ltd.’s Board of Directors.

EX-99.1

Exhibit 99.1

MAX CAPITAL GROUP AFFIRMS THAT ITS OFFER TO IPC HOLDINGS IS SUPERIOR TO

VALIDUS PROPOSAL

Max/IPC Combination Provides IPC 29% More Tangible Book Value per Share and a

More Diversified, Sustainable Platform for Growth

HAMILTON, Bermuda, Apr. 2, 2009—Max Capital Group Ltd. (NASDAQ: MXGL; BSX: MXGL BH), a Bermuda-based provider of specialty insurance and reinsurance products, has sent a letter to the Board of Directors of IPC Holdings, Ltd., outlining the relative advantages of the pending Max/IPC merger, as well as the business and financial issues raised by the unsolicited takeover proposal by Validus Holdings, Ltd.

W. Marston (Marty) Becker, Chairman and Chief Executive Officer of Max Capital, said: “In addition to providing IPC with 29% more tangible book value per share compared to Validus’ takeover proposal, which is the primary valuation driver for insurance companies, the Max/IPC combination will provide a diversified and balanced platform for growth that should drive stronger performance and value for shareholders for many years. We are confident that the choice for IPC is clear, and Max remains both steadfast in its commitment and excited to complete the amalgamation with IPC – a transaction that we continue to believe represents the best strategic and financial opportunity for the shareholders of both companies.”

The full text of Mr. Becker’s letter reads as follows:

Dear Members of the Board:

We are writing regarding the many business and financial issues raised by the public proposal by Validus Holdings Ltd. (“Validus”) to acquire IPC Holdings, Ltd. (“IPC”) in lieu of the pending IPC amalgamation with Max Capital Group Ltd. (“Max”). The IPC/Max amalgamation was founded on a shared vision of allowing our combined group of shareholders to enjoy the benefits of a strong, diversified operating platform with a proven track record. The Validus proposal does not offer that.

Rather, in light of the Validus proposal, the IPC Board faces two starkly contrasting choices:

A. You can agree to be taken over by Validus at a price that is below IPC’s book value. The result of this takeover for your shareholders would be a minority equity stake in an entity that offers substantially similar product lines to those offered by IPC today, with little risk diversification, and apparently no ability by the IPC Board to steward the longer term prospects of the company.

OR

B. You can complete the planned merger of equals with Max at a price that is below Max’s book value. We believe that this transaction will create a more stable entity that will provide significant product, geographic and risk diversification and over which IPC’s Board will continue to have significant influence, which in turn will provide superior shareholder value.

For the reasons set forth below, and in the accompanying exhibits, we do not agree with Validus that its proposal represents a “Superior Proposal” or is a proposal that can reasonably be expected to lead to a Superior Proposal pursuant to the IPC/Max Plan of Amalgamation dated March 1, 2009 (the “IPC/Max Plan”).

1     A combination with Max delivers 29% more tangible book value per share to IPC. As we operate in an industry where the primary valuation driver is a multiple of book value (and tangible book value), we believe that a transaction that maximizes the book value to shareholders provides the best opportunity to generate shareholder value. The IPC combination with Max is a truly superior proposal versus the takeover proposal by Validus. The takeover proposal by Validus would result in IPC receiving only $28.35 in diluted book value per IPC share and $26.19 of diluted tangible book value per IPC share from Validus. In contrast, our combination delivers $34.93 of diluted book value per IPC share (a 23.2% premium to Validus) and $33.83 of diluted tangible book value per IPC share from Max (a 29.2% premium to Validus). A combination with Max provides greater underlying value to IPC’s shareholders, which we believe will result in greater upside for both IPC and Max shareholders.

2     The IPC/Max Plan creates significant value for IPC shareholders. As we indicated during our discussions, we believe that the IPC/Max Plan provides an attractive financial outcome for IPC. The IPC/Max Plan is expected to be accretive to both earnings per share and return on equity. In addition, as you consider the historical trading multiples of Max and IPC, there is significant opportunity to create substantial value for all shareholders of the combined company. We believe the Validus proposal prioritizes an immediate “premium” in the form of stock for IPC shareholders, while compromising a value creation opportunity for IPC shareholders. Importantly, the written proposal by Validus does not contemplate any participation by the IPC board of directors, whose participation remains an important consideration for Max in the amalgamation and provides continuity to shareholders and clients.

3     Max is a truly diversified underwriting platform. The IPC/Max Plan offers IPC’s shareholders superior current and future value by combining IPC with a truly diversified underwriting platform, with a strong and well established track record. Max enjoys a diversified portfolio of business across many dimensions – by class, geography, customers and distribution. We believe that Max’s diversified underwriting platform, with its strong emphasis on profitable longer-tail casualty business, will generate more stable returns on capital through underwriting cycles, compared to the volatility embedded in the Validus short-tail portfolio. Validus, whose 2008 gross premiums written are 94% concentrated in short- tail lines of business, claims that its portfolio represents “diversification.” Validus’ ability to deliver anything approaching true diversification seems to be constrained by its limited underwriting platforms in Bermuda and at Lloyd’s and lack of underwriting capabilities in longer-tail casualty classes.

Combining two short-tailed property catastrophe companies as proposed by Validus does little for shareholder diversification. Validus’ stated intention to take advantage of currently strong rates in the property market is a short-term strategy that is capital intensive, creates greater volatility for shareholders, and is one which IPC could have continued on a stand-alone basis but elected not to do so. By contrast, Max remains committed to an underwriting strategy that produces attractive results across market cycles, by continuing to expand its specialty insurance business in selected underwriting classes and limiting volatility in its underwriting results.

4   Max has a proven, long-term, operating history. Max’s underwriting has been tested through the tragic events of 9/11, the active 2004 hurricane season and the confluence of Hurricanes Katrina, Rita, and Wilma in 2005. Validus’ operating history, by contrast, does not extend beyond the past three years, during which time the industry as a whole has experienced both strong property catastrophe pricing and limited catastrophe activity. The first test of Validus’ portfolio of business and risk management capabilities since its formation three years ago came in 2008 with Hurricanes Ike and Gustav. In our view, the results speak for themselves: the net loss reported by Validus for these events represented 12.4% of its June 30, 2008 shareholders’ equity, the largest percentage loss of its broad peer group which averaged 7.2% of shareholders’ equity. The loss was almost double the net loss incurred by IPC, which represented just 6.7% of IPC’s June 30, 2008 shareholders’ equity. The losses recorded by Validus included a 42% increase in its initial loss estimate for Hurricane Ike (from $165 million to $235 million) during the fourth quarter of 2008. By comparison, Max’s net incurred losses from Hurricanes Ike and Gustav were limited to 3.4% of June 30, 2008 shareholders’ equity, the lowest among the broader peer group, demonstrating the lower embedded volatility of Max’s underwriting results versus Validus.

5     IPC and Max can complete an amalgamation more quickly, and with greater certainty.

(a) IPC and Max can close our amalgamation expeditiously. Max believes that the IPC/Max Plan can close as soon as June 2009. By contrast, we believe that Validus would not be in a position to close a transaction with IPC until September 2009 at the earliest, notwithstanding its public prediction of a second quarter close. As you are well aware, the IPC/Max Plan requires that shareholders have the opportunity to vote on our amalgamation before IPC’s Board can terminate our agreement and thereafter begin discussions with a bidder such as Validus. We anticipate that we will be able to hold our respective shareholder meetings in June, and only after those shareholder votes would Validus be able to pursue its proposal. Validus’ inability to close before September 2009, the middle of hurricane season, adds meaningful uncertainly to Validus’ proposal, as IPC shareholders and the transaction itself would be put at risk by the significant catastrophe exposures of Validus and Validus’ ability to terminate the transaction based upon changes in shareholders’ equity. Much has been made by Validus regarding US regulatory approvals required to complete the IPC/Max amalgamation. As you know, these approvals are well underway and we do not foresee such requisite approvals adversely impacting a possible June closing.

(b) IPC has conducted extensive diligence on Max. IPC was given complete and open access to Max to afford you and your outside advisors and consultants with the ability to conduct extensive due diligence on Max. The Validus proposal seeks to have IPC enter into a transaction for which IPC has not conducted due diligence. We also note that certain of Validus’ disclosure schedules will not be provided to IPC until after IPC and Max’s shareholders have the opportunity to vote upon our amalgamation.

6     Max’s business is complementary to IPC. Clients seek a diversified program of reinsurers. As you were able to confirm in your due diligence, Max has very limited overlap with the customers of IPC and neither party expects a combination of IPC and Max to lead to any meaningful disruption of either business. In addition, the continuity of the underwriters at IPC will maximize the opportunity for IPC to continue to write this business in the future, assuming market conditions support it. By contrast, Validus acknowledges that it writes business with many of the same clients as IPC, which we would expect to result in a loss of business as clients seek to diversify their reinsurance placements.

7     Max’s complementary and diversified platform is appreciated by our ratings agencies. Max currently has a financial strength rating of A- by A.M. Best, with its outlook changed to positive in December 2008. As IPC and Max have jointly presented to our ratings agencies, IPC’s Board has the comfort of knowing that the ratings agencies view our combination, and its diversifying impact on IPC’s business, positively. In contrast, we believe that the agencies would not look as favorably on combining two short-tailed property-oriented platforms.

8     Max maintains less underwriting volatility through greater diversification of its portfolio of risks. Max seeks to limit its exposure to catastrophic events (probable maximum loss based on a 1 in 250 year event) to a maximum of 20% of its shareholders’ equity, often operating below this level. As part of the IPC/Max Plan, we have discussed continuing to have a significant presence in the property catastrophe market while on a combined equity basis adhering to this same 20% risk tolerance. In contrast, Validus maintains peak exposures where the probable maximum loss based on a 1 in 250 year event runs at a stated 33% of shareholders’ equity. Max believes that combining this risk profile with IPC would expose IPC shareholders to an even greater level of volatility than at present and would not change the markets perception of IPC as being a property catastrophe company. The volatility of Validus’ results would also seem to be cause for concern, particularly when the net losses from Hurricanes Ike and Gustav (which approximated a 1 in 15 year event) was 12.4% of shareholders’ equity, the highest among its broader peer group. This compared to a net loss of 6.7% of shareholders’ equity for IPC and 3.4% for Max.

9     Max has a proven, long-term history of successful acquisitions without incurring goodwill. We believe IPC’s shareholders can take comfort in Max’s demonstrated history of successfully entering new business lines through acquisitions and start-ups without incurring meaningful goodwill. For example, when Max entered the Lloyds’ market, we booked intangible assets of $8 million upon closing our acquisition of Imagine Group (UK) Limited, which stands in contrast to the $154 million of intangible assets booked by Validus in their acquisition of Talbot.

10     Max has a diversified shareholder base. We believe having a shareholder base dominated by five private equity owners controlling 64.9% of Validus’ total beneficial ownership (as of March 13, 2009) will limit the potential upside in the value of Validus over time as these private shareholders seek to exit their investment. Max has a diversified shareholder base with an 84% public float. In addition, Max has a well diversified shareholder base of high quality institutional shareholders.

11     IPC and Max have compatible cultures. IPC and Max have compatible cultures that will help ease the integration of the two companies. IPC and Max share a common focus on underwriting, claims and actuarial disciplines, and on running our respective businesses as meritocracies.

12     Max’s higher asset leverage provides greater investment income over time. Max believes that investment leverage (invested assets as a multiple of shareholders’ equity) is a positive in driving earnings and stability of returns on capital over time. Based on 2008 figures, Max had total investment to equity of 4.2x versus 1.7x for Validus. As Validus continues to pursue a short-tail strategy, Validus will be limited in its ability to increase its asset leverage. This deprives IPC of the meaningful investment income derived from longer-tail casualty lines and continues to leave IPC shareholders exposed to increased volatility from catastrophes. Validus has commented on Max’s investment portfolio, particularly its alternative investment portfolio. Max’s year end allocation to alternative investments was 14% of total invested assets, which is expected to reduce to 10% to 12% in 2009. In looking at results, Max’s total investment return, including realized and unrealized gains and losses, during the very volatile period of 2007 / 2008 has outperformed Validus’ in 6 of the last 8 quarters.

We believe that the facts regarding the proposal submitted by Validus and the attempt by Validus to present a one-sided proposal to IPC shareholders make it clear that Validus has not presented a Superior Proposal, nor one that can be reasonably expected to lead to a Superior Proposal. We believe Validus has created an unnecessary and unproductive disruption for its own opportunistic purposes, which should not distract either IPC’s or Max’s employees and customers from our amalgamation, which we both believe to be in the best interests of our shareholders.

Lastly, Max remains both steadfast in its commitment and excited to complete its planned amalgamation with IPC. We continue to believe that the amalgamation of IPC and Max represents the best strategic and financial opportunity for our collective shareholders.

Very truly yours,

W. Marston Becker

Chairman and Chief Executive Officer

Max Capital Group Ltd.

The exhibits referred to in Mr. Becker’s letter are posted on the Company’s website: www.maxcapgroup.com.

Max Capital Group Ltd., through its operating subsidiaries, provides specialty insurance and reinsurance products to corporations, public entities, property and casualty insurers and life and health insurers.

This press release includes statements about future economic performance, finances, expectations, plans and prospects of both IPC Holdings, Ltd. (“IPC”) and Max Capital Group Ltd. (“Max”) that constitute forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to certain risks and uncertainties, including the risks described in the joint proxy statement/prospectus of IPC and Max that has been filed with the Securities Exchange Commission (“SEC”) under “Risk Factors,” many of which are difficult to predict and generally beyond the control of IPC and Max, that could cause actual results to differ materially from those expressed in or suggested by such statements. For further information regarding cautionary statements and factors affecting future results, please also refer to the most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q filed subsequent to the Annual Report and other documents filed by each of IPC or Max, as the case may be, with the SEC. Neither IPC nor Max undertakes any obligation to update or revise publicly any forward-looking statement whether as a result of new information, future developments or otherwise.

This press release contains certain forward-looking statements within the meaning of the U.S. federal securities laws. Statements that are not historical facts, including statements about our beliefs, plans or expectations, are forward-looking statements. These statements are based on our current plans, estimates and expectations. Some forward-looking statements may be identified by our use of terms such as “believes,” “anticipates,” “intends,” “expects” and similar statements of a future or forward looking nature. In light of the inherent risks and uncertainties in all forward-looking statements, the inclusion of such statements in this press release should not be considered as a representation by us or any other person that our objectives or plans will be achieved. A non-exclusive list of important factors that could cause actual results to differ materially from those in such forward-looking statements includes the following: (a) the occurrence of natural or man-made catastrophic events with a frequency or severity exceeding our expectations; (b) the adequacy of our loss reserves and the need to adjust such reserves as claims develop over time; (c) any lowering or loss of financial ratings of any wholly-owned operating subsidiary; (d) the effect of competition on market trends and pricing; (e) changes in general economic conditions, including changes in interest rates and/or equity values in the United States of America and elsewhere and continued instability in global credit markets; and (f) other factors set forth in the joint proxy statement/prospectus of IPC and Max, the most recent reports on Form 10-K, Form 10-Q and other documents of IPC or Max, as the case may be, on file with the SEC. Risks and uncertainties relating to the proposed transaction include the risks that: the parties will not obtain the requisite shareholder or regulatory approvals for the transaction; the anticipated benefits of the transaction will not be realized; and/or the proposed transactions will not be consummated. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We do not intend, and are under no obligation, to update any forward looking statement contained in this press release.

ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION AND WHERE TO FIND IT:

This press release relates to a business combination transaction between IPC and Max. On March 27, 2009, IPC and Max filed with the SEC a registration statement on Form S-4, including the preliminary joint proxy statement/prospectus constituting a part thereto. This press release is not a substitute for the joint proxy statement/prospectus or any other documents which IPC or Max may file with the SEC or send to their respective shareholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE

JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED, OR THAT WILL BE FILED, WITH THE SEC, INCLUDING THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE DEFINITIVE REGISTRATION STATEMENT, AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. All such documents, if filed, would be available free of charge at the SEC’s website (www.sec.gov) or by directing a request to IPC, at Jim Bryce, President and Chief Executive Officer, or John Weale, Executive Vice President and Chief Financial Officer, at 441-298-5100, in the case of IPC’s filings, or Max, at Joe Roberts, Chief Financial Officer, or Susan Spivak Bernstein, Senior Vice President, Investor Relations at 441-295-8800, in the case of Max’s filings.

PARTICIPANTS IN THE SOLICITATION:

IPC and Max and their respective directors, executive officers and other employees may be deemed to be participants in any solicitation of IPC and Max shareholders, respectively, in connection with the proposed transaction. Information about IPC’s and Max’s directors and executive officers is available in IPC’s and Max’s proxy statements, dated April 29, 2008 and March 19, 2008, respectively for their 2008 annual meetings of shareholders.

Contacts

Susan Spivak Bernstein	Roanne Kulakoff Peter Hill
Senior Vice President	Kekst and Company
susan.spivak@maxcapservices.com	roanne-kulakoff@kekst.com peter-hill@kekst.com
1-212-898-6640	1-212-521-4837 1-212-521-4859

Materials Prepared For:

IPC Holdings Board of Directors

Creating a World Class Specialty

Insurer and Reinsurer

April 2, 2009

2

A Merger with Max Delivers Superior Value to IPC

n

A combination with Max delivers 29% more tangible book value per share to IPC

n

The IPC/Max amalgamation creates significant value for IPC shareholders

n

Max is a truly diversified underwriting platform

n

Max has a proven, long-term, operating history

n

IPC and Max can complete an amalgamation more quickly, and with greater certainty

n

Max’s business is complementary to IPC

n

Max’s complementary and diversified platform is appreciated by our ratings agencies

n

Max maintains less underwriting volatility through greater diversification

n

Max has a proven, long-term history of successful acquisitions without incurring goodwill

n

Max has a diversified shareholder base

n

IPC and Max have compatible cultures

n

Max’s higher asset leverage provides greater investment income

3

Max provides IPC shareholders with more book value for every share of IPC

IPC shareholders will have greater upside in a merger with Max

Max Provides IPC More Value

Diluted Tangible Book Value per IPC Share

$26.19

$33.83

$20.00

$25.00

$30.00

$35.00

$40.00

Max

Validus

Diluted Book Value per IPC Share

$34.93

$28.35

$20.00

$25.00

$30.00

$35.00

$40.00

Max

Validus

Transaction

Ratio Per

Value

Value

Exchange Ratio

IPC Share

Offered to IPC

Max

$22.46

0.6429x

1.5555x

$34.93

Validus

$23.55

1.2037x

1.2037x

$28.35

Transaction

Ratio Per

Value

Value

Exchange Ratio

IPC Share

Offered to IPC

Max

$21.75

0.6429x

1.5555x

$33.83

Validus

$21.76

1.2037x

1.2037x

$26.19

A combination with Max results in a 29.2%

premium in the diluted tangible book value

per share delivered to IPC’s shareholders

vs. Validus

A combination with Max results in a 23.2%

premium in the diluted book value per

share delivered to IPC’s shareholders vs.

Validus

4

0.40x

0.60x

0.80x

1.00x

1.20x

1.40x

3/30/06

7/29/06

11/28/06

3/30/07

7/30/07

11/28/07

3/29/08

7/29/08

11/28/08

3/30/09

Max

Validus

____________________

Source: SNL Financial, FactSet, company filings.

Max is Currently Trading Below its Long Term Average

Price / Primary Book Value per Share

Average

Since

3 - Year

VR IPO

2007

2008

Current

Max Capital

1.00x

0.91x

1.10x

0.88x

0.74x

Validus

NA

0.95

1.11

0.89

0.97

5

Life & annuity

Long-tail

Other short-tail

Property /

property cat

20%

19%

42%

19%

Reinsurance

Insurance

47%

53%

2008 GPW  = $1,254 million

2008 GPW  = $1,362 million

Max Has a More Diversified Portfolio of Business

Validus

Max

Max offers diversification across all lines of business, both short-tail and casualty classes

Validus

has no diversification outside of short-tail lines, which represented 94% of 2008 GPW

Other short-tail lines includes marine (29% of GPW) which is also partially catastrophe exposed

Reinsurance

Insurance

55%

45%

Long-tail

Other short-tail

Property /

property cat

46%

48%

6%

6

Talbot (Lloyd's)

Validus Re

Other

Aerospace and

aviation

War and

terrorism

Marine

Property

Max Maintains Truly Diversified Underwriting Platforms

Validus

Gross

Premiums

Written

(1)

Max Gross Premiums Written

Other

Medical

malpractice

Agriculture

Aviation

Excess liability

Professional

liability

Property

Max at Lloyd's

U.S. Specialty

Bermuda/

Dublin

Insurance

Bermuda/

Dublin

Reinsurance

____________________

(1)  Excludes intersegment eliminations.

n

Max maintains four well-established underwriting platforms – Bermuda, Dublin, U.S. and Lloyd’s

n

Validus has underwriting capabilities in a limited number of lines and platforms

7

78%

140%

33%

50%

56%

71%

104%

252%

60%

73%

92%

116%

0%

25%

50%

75%

100%

125%

150%

300%

2004

2005

2006

2007

2008

Average

83%

84%

75%

77%

96%

84%

104%

101%

96%

96%

124%

102%

0%

25%

50%

75%

100%

125%

150%

300%

2004

2005

2006

2007

2008

Average

Validus

had the worst

combined ratio relative to

its mono-line peers

Validus

began

operations following

Hurricanes Katrina, Rita

and Wilma

Median

94%

116%

85%

83%

94%

94%

Max

94%

106%

86%

88%

92%

93%

Comparative Combined Ratios

Diversified Reinsurers

Property Focused Reinsurers

Median

78%

201%

55%

61%

89%

97%

IPC

78%

252%

33%

50%

56%

94%

VR

57%

62%

92%

NA

Validus

has

underperformed its peers

over the last 3 years

Source:  Company filings.

Property focused reinsurers include RNR, IPC, VR, MRH and FSR. Diversified reinsurers include RE, AXS, ACGL, TRH, PRE, ORH, AWH, ENH, AHL, PTP and MXGL.

8

____________________

Source: Company filings.  Losses are generally disclosed net of reinstatement premiums.

(1)

Results reflect Ike only.

(2)

Equity includes preferred, which subsequently converted to common.

(1)

Validus

had the greatest loss as a percentage of common equity among all its broad peer group

Validus

increased its Ike reserves by 42% in Q4 2008

Financial Impact of Hurricanes Ike and Gustav

Ultimate Net Losses as a % of 6/30/08 Common Equity ($ in millions)

(2)

(2)

Losses

$256

$140

$276

$140

$165

$287

$384

$305

$171

$135

$148

$155

$113

$257

$50

12.4%

11.0%

10.1%

8.9%

8.4%

8.1%

8.1%

7.8%

7.0%

6.7%

6.3%

6.0%

4.8%

4.6%

3.4%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

VR

FSR

RNR

MRH

PTP

ACGL

AXS

PRE

AHL

IPCR

ENH

ORH

AWH

RE

MXGL

9

Max Has Significantly Less Property Cat Exposure

Relative to Validus

Max seeks to limit its exposure to catastrophic events (probable maximum loss based on a 1 in

250 year event) to a maximum of 20% of equity, often operating below this level

Validus

has significant volatility embedded in its underwriting operations

Validus

maintains a 1 in 250 year peak PML representing 33% of equity

Validus

IPC

Max

U.S. Hurricane

33%

41%

19%

California Earthquake

19%

41%

19%

Europe Windstorm

21%

36%

5%

Japan Earthquake

6%

10%

7%

Estimated 1 in 250 Year PML as % of 12/31/08 Equity

10

Asset base reflects Max’s long-tail

business

Cash and fixed income represent

86% of total investments

Expected to be approximately

90% in 2009

Max produced investment income of

$182 million on its fixed income

portfolio in 2008

Income on alternative investments

expected to provide nearly $50

million in income in 2009

Investment income expected to

increase as $949 million of cash is

deployed in higher yielding fixed

income

Higher Asset Leverage Equals More Sustainable

Returns on Capital

($ in millions)

____________________

(1)

Does not include GAAP purchase accounting adjustments.

12/31/2008

Total

Total

Investments /

Company

Equity

Investments

Equity

1

Everest Re

$4,960

$13,714

2.8x

2

AXIS

4,461

10,433

2.3x

3

PartnerRe

4,199

11,725

2.8x

4

Arch Capital

3,433

10,821

3.2x

5

Transatlantic

3,198

10,518

3.3x

IPC + Max

(1)

3,131

7,592

2.4x

6

RenaissanceRe

3,033

6,317

2.1x

7

OdysseyRe

2,828

7,893

2.8x

8

Aspen

2,779

5,754

2.1x

9

Allied World

2,417

6,863

2.8x

10

Endurance

2,207

5,358

2.4x

11

Validus

1,939

3,281

1.7x

12

IPC Holdings

1,851

2,235

1.2x

13

Platinum Re

1,809

4,260

2.4x

14

Montpelier Re

1,358

2,365

1.7x

15

Max Capital

1,280

5,357

4.2x

16

FlagstoneRe

986

1,701

1.7x

17

Greenlight Capital

485

858

1.8x

n

Max believes higher asset leverage is a significant positive – provides greater stability in returns

11

Cash

Alternative

Investments

Fixed Income

Securities

68%

14%

18%

Cash

Equities

Alternative

Investments

Fixed Income

Securities

80%

8%

9%

3%

12/31/08 -

$5.4 billion

12/31/08 -

$2.2 billion

IPC and Max Maintain a High Quality Investment Portfolio

Max Capital

IPC Holdings

IPC and Max have similarly positioned investment portfolios

12

0.9%

1.4%

0.2%

(3.3%)

(0.3%)

(0.1%)

0.9%

0.8%

1.6%

2.4%

1.9%

1.9%

0.8%

1.3%

1.4%

1.9%

(4.0%)

(3.0%)

(2.0%)

(1.0%)

0.0%

1.0%

2.0%

3.0%

4.0%

Q1 2007

Q2 2007

Q3 2007

Q4 2007

Q1 2008

Q2 2008

Q3 2008

____________________

Note: Returns reflect net investment income, realized gains (losses) and change in unrealized gains (losses).

Max

Validus

Q4 2008

MXGL

VR

2008

(1.26%)

1.81%

2007

7.78%

5.71%

01/2007 to 12/2008

3.16%

3.74%

Max has reduced / repositioned

its alternative investments and

emphasized a more market

neutral position

Comparative Total Investment Returns

Max’s Total Investment Return Has Outperformed Validus in 6 of the Last 8 Quarters

13

Validus

IPC

43%

57%

Max

IPC

58%

42%

Validus

IPC

0%

100%

Max

IPC

50%

50%

Ownership

Board Representation

Ownership

Board Representation

IPC/Max Merger Provides IPC Holders with Representation

IPC / Max Merger of Equals

Validus

Takeover of IPC

A merger-of-equals with Max provides IPC shareholders with majority ownership of the combined company

Max’s board of directors looks forward to jointly executing our shared vision

IPC directors would have no board representation in a takeover by Validus

14

“Yes

a

premium,

but

few

convincing

strategic

reasons:

Aside

from

the

premium

to

IPCR's

market

price

(currently

4%),

we

see

few

obvious

points

that

make

this

a

superior

offer

over

the

longer

term.

While

the

deal

brings

scale

to

the

combined

companies

($4

billion

capital

base),

we

view

this

deal

as

offering

very

little

in

the

way

of

diversification…

We

expect

IPCR

management

to

push

for

the

combination

with

MXGL,

as

we

think

it

makes

more

sense

from

a

strategic

and

diversification

standpoint.”

-

RBC Capital Markets

March 31, 2009

“Although

the

VR

bid

is

currently

a

5%

premium

to

the

Max

Capital

(MXGL,

$16.96,

Market

Perform)

combination,

the

MXGL/IPCR

merger

appears

more

compelling

from

a

business

perspective,

in

our

view,

due

to

the

more

diverse

business

mix.

As

the

deals

currently

stand,

we

expect

IPCR

shareholders

to

continue

to

prefer

the

MXGL

combination,

as

the

modest

price

premium

in

the

VR

deal

is

offset

by

the

more

diversified

pro-forma

company

MXGL/IPCR

would

create.”

-

Keefe, Bruyette

& Woods

March 31, 2009

“While

both

potential

combinations

can

generate

increased

value,

we

believe

that

the

IPCR/MXGL

merger

represent

a

more

natural

fit

and

could

have

strategic

advantages...

The

MXGL/IPCR

business

mix

would

be

well

diversified

on

an

insurance

/

reinsurance

basis

and

long

tail

/

short

tail

lines…VR/IPCR

catastrophe

risk

exposure

would

exceed

IPCR/MXGL…

An

IPCR/MXGL

merger

could

be

better

positioned

for

an

A

rating

post

the

deal.”

-

Fox-Pitt Kelton

Cochran Caronia Waller

April 1, 2009

Research Analysts Emphasize Max’s Diversification

n

Research analysts have expressed strong support for an IPC / Max merger, placing

significant emphasis on the diversification that Max provides IPC

15

Creating a World Class Specialty

Insurer and Reinsurer