Definitive Proxy Statement

Implied Equity Value per Share—Market Value of Equity to Book Value as of Dec. 31, 2008

DEFM14A 1 ddefm14a.htm DEFINITIVE PROXY STATEMENT Definitive Proxy Statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material Pursuant to Section 240.14a-12

MAX CAPITAL GROUP LTD.

(Name of Registrant As Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

Title of each class of securities to which transaction applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

Total fee paid:

¨	Fee paid previously with preliminary materials:

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:

Form, Schedule or Registration Statement No.:

Filing Party:

Date Filed:

AN AMALGAMATION PROPOSAL—YOUR VOTE IS VERY IMPORTANT

To the shareholders of IPC Holdings, Ltd., which we refer to as “IPC,” and the shareholders of Max Capital Group Ltd., which we refer to as “Max”:

On March 1, 2009, IPC, IPC Limited, a direct wholly owned subsidiary of IPC, and Max entered into an Agreement and Plan of Amalgamation, which, as amended and together with the Amalgamation Agreement, to be dated as of the closing date, among IPC, IPC Limited and Max, we refer to as the “amalgamation agreement.”

Subject to shareholder approval as described herein and satisfaction or waiver of the other conditions specified in the amalgamation agreement, on the date the amalgamation is consummated, which we refer to as the “closing date” or “closing,” Max will amalgamate with IPC Limited, and immediately thereafter IPC will change its name to “Max Capital Group Ltd.” We refer to IPC after the amalgamation with Max as the “combined entity.” Pursuant to the amalgamation agreement, after the effective time of the amalgamation, which we refer to as the “effective time,” Max shareholders (including the shareholders that do not vote in favor of the amalgamation) will have the right to receive 0.6429 common shares of IPC and cash in lieu of fractional shares in exchange for each Max common share they hold, unless they exercise appraisal rights pursuant to Bermuda law.

The IPC Annual General Meeting. IPC will hold its annual general meeting of shareholders, which we refer to as the “IPC meeting,” on June 12, 2009, at 11:00 a.m., Atlantic time, at the registered office of IPC, located at the American International Building, 29 Richmond Road, Pembroke HM 08, Bermuda. IPC shareholders will be asked at the IPC meeting:

•

Proposals 1-5: to approve amendments to IPC’s bye-laws to be effective as of the effective time, which we refer to collectively as the “IPC bye-law amendments,” to: (1) increase the maximum number of directors on the board of directors from nine to 12, (2) modify the indemnity provisions, (3) add provisions regarding advance notice of shareholder nominees for director and other shareholder proposals, (4) remove provisions regarding alternate directors and cumulative voting in the election of directors, and (5) add certain conditions to the conduct of director meetings;

•

Proposal 6: to approve effective as of the effective time the increase in IPC’s authorized share capital from $1,850,000 to $2,350,000 by the creation of an additional 50,000,000 common shares, par value $0.01 per share, ranking pari passu with the existing common shares of IPC, which we refer to as the “authorized share capital increase”;

•

Proposal 7: to approve effective as of the effective time a change in IPC’s name to “Max Capital Group Ltd.,” which we refer to as the “name change”;

•

Proposal 8: to approve the issuance of common shares pursuant to the amalgamation agreement, which we refer to as the “share issuance”;

•

Proposal 9: to elect the directors of IPC and of the combined entity, whom we refer to as the “post-closing directors”;

•

Proposal 10: to approve effective as of the effective time a revised plan of remuneration for the combined entity’s board of directors, which we refer to as the “director compensation plan”;

•

Proposal 11: to appoint KPMG as IPC’s independent auditors until the close of the next annual general meeting and to authorize the audit committee of IPC’s board of directors to set the compensation of such independent auditors, which we refer to as the “appointment of KPMG”; and

•

to transact such further business, if any, as may be lawfully brought before the meeting, including to approve the adjournment of the meeting for the solicitation of additional proxies in favor of any of the above proposals, which we refer to as an “adjournment proposal.”

The affirmative vote of a majority of the votes cast at the IPC meeting, at which a quorum is present in accordance with IPC’s bye-laws, is required to approve each IPC bye-law amendment, the authorized share capital increase, the name change, the share issuance and the director compensation plan. IPC shareholders will vote cumulatively in the election of the post-closing directors. The IPC bye-law amendments, the name change, the share issuance and the director compensation plan will become effective only if each of them is approved by IPC shareholders and all of the other conditions to the amalgamation are satisfied or waived and the amalgamation closes. The affirmative vote of a majority of the votes cast at the IPC meeting is required to approve each other matter to be acted on at the IPC meeting, including the appointment of KPMG and the adjournment proposal. The appointment of KPMG will become effective upon the approval of IPC shareholders whether or not the closing occurs.

IPC shareholders will be asked at the IPC meeting to elect 12 director nominees to hold office until IPC’s next annual general meeting or until their successors are elected or appointed or their offices are otherwise vacated. Of these 12 nominees, six currently serve as independent directors of IPC, five currently serve as independent directors of Max and one is Max’s Chief Executive Officer and Chairman of its board of directors. The terms of the elected IPC post-closing directors will begin as of the close of the IPC meeting whether or not the closing of the amalgamation occurs; however, the term of any elected Max post-closing directors is contingent on the closing and will begin only as of the effective time. If for any reason the amalgamation does not close, the IPC bye-law amendments will not become effective, none of the Max post-closing directors will serve on IPC’s board of directors, and IPC’s board of directors will be composed of the six IPC director nominees until the next annual general meeting of shareholders or until their successors are elected or appointed or their offices are otherwise vacated.

Under IPC’s bye-laws, with limited exceptions, any shareholder owning, directly, indirectly or, in the case of any U.S. person, constructively or by attribution, shares of IPC with 10% or more of the total combined voting power of all shares entitled to vote will have the voting rights attached to such shares reduced so that it may not exercise more than 10% of the total voting rights. The reduction in votes is generally applied in declining order based on the number of such shares owned by each shareholder. Under these provisions of IPC’s bye-laws, certain shareholders may have their voting rights limited to less than one vote per share. Moreover, these provisions could have the effect of reducing the voting power of certain shareholders who would not otherwise be subject to the limitation by virtue of their direct share ownership.

The Max Special Meeting. Max will hold a special meeting of shareholders, which we refer to as the “Max special meeting,” on June 12, 2009, at 11:00 a.m., Atlantic time, at Max House, 2 Front Street, Hamilton HM 11, Bermuda. Max shareholders will be asked at the Max special meeting:

•

Proposal 2: to adopt the amalgamation agreement and approve the amalgamation;

•

to approve an adjournment proposal in respect of the Max special meeting for the solicitation of additional proxies in favor of any of the above proposals, if necessary; and

•

to transact such other business, if any, as may lawfully be brought before the meeting.

The affirmative vote of a majority of the votes cast at the Max special meeting, at which a quorum is present in accordance with Max’s bye-laws, is required to approve the Max bye-law amendment, which will become immediately effective if so approved. If the Max bye-law amendment is approved, the affirmative vote of a majority of the votes cast at the Max special meeting is required to adopt the amalgamation agreement and approve the amalgamation. If the Max bye-law amendment is not approved, the affirmative vote of three-fourths of the votes cast at the Max special meeting shall be required to adopt the amalgamation agreement and approve the amalgamation. The affirmative vote of a majority of the votes cast at the Max special meeting is required to approve each other matter to be acted on, including the approval of any adjournment proposal.

Each common share held by a shareholder of Max entitles such shareholder to one vote on each matter that is voted upon by poll at the Max special meeting or any adjournments thereof, subject to certain provisions of the bye-laws that reduce the total voting power of any U.S. shareholder owning, directly or indirectly, beneficially or otherwise, as described in Max’s bye-laws, 9.5% or more of the common shares to less than 9.5% of the total voting power of Max’s capital stock. In addition, the board of directors of Max may limit a shareholder’s voting rights where it deems it necessary to do so to avoid adverse tax, legal or regulatory consequences.

* * *

Before the amalgamation can close, IPC shareholders must approve each IPC bye-law amendment, the authorized share capital increase, the name change and the share issuance and have elected the post-closing directors at the IPC meeting (or any adjournment thereof), and Max shareholders must adopt the amalgamation agreement and approve the amalgamation at the Max special meeting (or any adjournment thereof).

Following closing of the amalgamation, based on IPC’s and Max’s present capitalization and the exchange ratio of 0.6429, Max shareholders will own approximately 42% of the issued and outstanding shares of the combined entity on a fully diluted basis. IPC will issue approximately 36,440,847 common shares in connection with the amalgamation. IPC will apply to list these common shares on the Nasdaq Global Select Market, which we refer to as “Nasdaq,” subject to official notice of issuance.

IPC common shares are quoted on Nasdaq under the symbol “IPCR” and the Bermuda Stock Exchange under the symbol “IPCR BH.” The closing price of an IPC common share on Nasdaq on May 6, 2009, was $25.98. Max common shares, which are currently quoted on Nasdaq under the symbol “MXGL” and the Bermuda Stock Exchange under the symbol “MXGL BH,” will be delisted upon completion of the amalgamation. The closing price of a Max common share on May 6, 2009, was $16.31. Upon the closing of the amalgamation, the combined entity will continue to trade on Nasdaq under its new name “Max Capital Group Ltd.” and ticker symbol “MXCP”.

IPC’s board of directors has adopted the amalgamation agreement, authorized and approved the IPC bye-law amendments, the authorized share capital increase, the name change, the share issuance, the director compensation plan and the appointment of KPMG, and has nominated each post-closing director to IPC’s board of directors, and deems it fair, advisable and in the best interests of IPC to enter into the amalgamation agreement and to consummate the share issuance and the other transactions contemplated by the amalgamation agreement. IPC’s board of directors recommends that IPC shareholders vote “FOR” each proposal submitted to IPC shareholders, and each post-closing director identified, on the attached IPC proxy card.

Max’s board of directors has adopted the amalgamation agreement and authorized and approved the amalgamation of Max with IPC Limited upon the terms and subject to the conditions set forth in the amalgamation agreement, authorized and approved the Max bye-law amendment, and deems it fair to, advisable to and in the best interests of Max to enter into the amalgamation agreement and to consummate the amalgamation and the other transactions contemplated by the amalgamation agreement. Max’s board of directors recommends that Max shareholders vote “FOR” each proposal submitted to Max shareholders on the attached Max proxy card.

This joint proxy statement/prospectus provides IPC and Max shareholders with detailed information about the IPC meeting, the Max special meeting and the proposed amalgamation. You can also obtain information from publicly available documents filed by IPC and Max with the Securities and Exchange Commission, which we refer to as the “SEC.” IPC and Max encourage you to read this entire document carefully, including the section entitled Risk Factors beginning on page 26.

Your vote is very important. Whether or not you plan to attend the IPC meeting or the Max special meeting, please take time to vote on the proposal by completing and mailing your enclosed proxy card.

Sincerely,



James (Jim) P. Bryce		W. Marston (Marty) Becker
Chief Executive Officer IPC Holdings, Ltd.		Chairman and Chief Executive Officer Max Capital Group Ltd.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of the securities to be issued in connection with the amalgamation, approved or disapproved of the amalgamation, passed upon the merits or fairness of the amalgamation or determined if this joint proxy statement/prospectus is adequate, accurate or complete. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated May 7, 2009

and is first being mailed to IPC and Max shareholders on or about May 7, 2009

SOURCES OF ADDITIONAL INFORMATION

This joint proxy statement/prospectus includes information also set forth in documents filed by IPC and Max with the SEC, and those documents include information about each company that is not included in or delivered with this joint proxy statement/prospectus. You can obtain any of the documents filed by IPC or Max, as the case may be, with the SEC from the SEC or, without charge, from the SEC’s website at http://www.sec.gov. IPC and Max shareholders also may obtain documents filed with the SEC or documents incorporated by reference in this joint proxy statement/prospectus free of cost, by directing a written or oral request to the appropriate company at:

IPC Holdings, Ltd.

American International Building

29 Richmond Road

Pembroke HM 08

Bermuda

Attention: Melanie J. Saunders

(441) 298-5100

Max Capital Group Ltd.

Max House

2 Front Street, Hamilton HM 11

Bermuda

Attention: Secretary

(441) 295-8800

If you would like to request documents, in order to ensure timely delivery, you must do so at least five business days before the date of the relevant meeting. This means you must request this information no later than June 5, 2009. IPC or Max, as the case may be, will mail properly requested documents to requesting shareholders by first class mail, or another equally prompt means, within one business day after receipt of such request.

In this joint proxy statement/prospectus, we refer to the Securities Act of 1933, as amended, as the “Securities Act” and the Securities Exchange Act of 1934, as amended, as the “Exchange Act.”

See Where You Can Find More Information on page 198.

LOGO

American International Building

29 Richmond Road

Pembroke HM 08, Bermuda

NOTICE OF 2009 ANNUAL GENERAL MEETING

TO BE HELD ON JUNE 12, 2009

May 7, 2009

Dear Shareholder:

The 2009 annual general meeting of IPC Holdings, Ltd. (“IPC”) will be held on June 12, 2009, at 11:00 a.m., Atlantic time, at the registered office of IPC, located at the American International Building, 29 Richmond Road, Pembroke HM 08, Bermuda, for the following purposes:

•

Proposal 1: to approve an amendment to IPC’s bye-laws effective as of the effective time of the amalgamation (the “effective time”) pursuant to the Agreement and Plan of Amalgamation, dated as of March 1, 2009, between IPC, IPC Limited and Max Capital Group Ltd. (the “amalgamation agreement”) to increase the maximum number of directors on IPC’s board of directors from nine to 12, pursuant to the amalgamation agreement;

•

Proposal 2: to approve an amendment to IPC’s bye-laws effective as of the effective time of the amalgamation to modify the indemnity provisions, pursuant to the amalgamation agreement;

•

Proposal 3: to approve an amendment to IPC’s bye-laws effective as of the effective time of the amalgamation to add provisions regarding advance notice of shareholder nominees for director and other shareholder proposals, pursuant to the amalgamation agreement;

•

Proposal 4: to approve an amendment to IPC’s bye-laws effective as of the effective time of the amalgamation to remove provisions for alternate directors and to remove the provision permitting cumulative voting in the election of directors, pursuant to the amalgamation agreement;

•

Proposal 5: to approve an amendment to IPC’s bye-laws effective as of the effective time of the amalgamation to add certain conditions to the conduct of director meetings, pursuant to the amalgamation agreement;

•

Proposal 6: to approve, effective as of the effective time of the amalgamation, the increase in IPC’s authorized share capital from $1,850,000 to $2,350,000 by the creation of an additional 50,000,000 common shares, par value $0.01 per share, ranking pari passu with the existing common shares of IPC, pursuant to the amalgamation agreement;

•

Proposal 7: to approve a change in IPC’s name effective as of the effective time of the amalgamation to “Max Capital Group Ltd.,” pursuant to the amalgamation agreement;

•

Proposal 8: to approve the issuance of common shares pursuant to the amalgamation agreement;

•

Proposal 9: to elect six of the 12 directors of the combined entity effective as of the effective time of the amalgamation, pursuant to the amalgamation agreement, and to elect six directors of IPC to hold office from the close of the IPC meeting until IPC’s next annual general meeting of shareholders or until their successors are elected or appointed or their office otherwise vacated;

•

Proposal 10: to approve a revised plan of remuneration for the combined entity’s board of directors effective as of the effective time of the amalgamation;

•

to receive the audited consolidated financial statements of IPC for the fiscal year ended December 31, 2008; and

•

to transact such other further business, if any, as may lawfully be brought before the meeting, including to approve an adjournment of the meeting for the solicitation of additional IPC proxies in favor of any of the above proposals.

For further information concerning the individuals nominated as directors and the other matters to be acted upon at the IPC meeting, you are urged to read the joint proxy statement/prospectus on the following pages.

If you are a shareholder of record, please sign, date and return the enclosed proxy in the return envelope furnished for that purpose, as promptly as possible, whether or not you plan to attend the meeting, or follow the instructions on the IPC proxy card to complete your proxy card on the Internet at the website indicated or by telephone. If you own your shares through a bank or brokerage firm, you will receive instructions from that institution on how to instruct them to vote your shares, including by completing a proxy card, or providing instructions by Internet or telephone. If you later desire to revoke your proxy for any reason, you may do so in the manner described in the attached joint proxy statement/prospectus. Only shareholders of record, as shown on IPC’s register of members or branch register, at the close of business on April 28, 2009, will be entitled to notice of, and to vote at, the IPC meeting or any adjournments thereof. See The IPC Meeting beginning on page 124 in the accompanying joint proxy statement/prospectus for more information.

By Order of the Board of Directors,

LOGO

Melanie J. Saunders

Secretary

Important Notice Regarding the Availability of Proxy Materials for the Shareholder

Meeting to Be Held on June 12, 2009.

The Proxy Statement and Annual Report to Shareholders are available at

www.ipcre.bm/proxy/proxy.html

LOGO

Max House

2 Front Street

Hamilton HM 11

Bermuda

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD JUNE 12, 2009

May 7, 2009

Notice is hereby given that a Special Meeting of Shareholders of Max Capital Group Ltd. (“Max”) will be held at Max House, 2 Front Street, Hamilton HM 11, Bermuda, on June 12, 2009, at 11:00 a.m., Atlantic Time, for the following purposes:

•

Proposal 1: to approve an amendment to Max’s bye-laws to reduce the shareholder vote required to approve an amalgamation with any other company from the affirmative vote of three-fourths of the votes cast thereon at a general meeting of the shareholders to a simple majority, pursuant to the Agreement and Plan of Amalgamation, dated as of March 1, 2009, between IPC Holdings, Ltd., IPC Limited and Max (as amended and together with the Amalgamation Agreement, to be dated as of the closing date, among IPC, IPC Limited and Max, the “amalgamation agreement”);

•

Proposal 2: to adopt the amalgamation agreement and approve the resulting amalgamation;

•

to approve an adjournment of the meeting for the solicitation of additional Max proxies in favor of any of the above proposals, if necessary; and

•

to transact such other further business, if any, as may lawfully be brought before the meeting.

Information concerning the matters to be acted upon at the Max meeting is set forth in the accompanying joint proxy statement/prospectus.

Under the terms of the amalgamation agreement, each outstanding Max common share (including any shares held by Max shareholders that do not vote in favor of the amalgamation, but excluding any shares as to which appraisal rights have been exercised pursuant to Bermuda law), will be cancelled and converted into the right to receive 0.6429 common shares of IPC upon closing of the amalgamation.

Under Bermuda law, in the event of an amalgamation of a Bermuda company with another company or corporation, any shareholder of the Bermuda company is entitled to receive fair value for its shares. Max’s board of directors considers the fair value for each Max common share to be 0.6429 of one IPC common share, providing Max shareholders with a value of $16.3360 for each Max common share as of the close of the trading day immediately preceding the public announcement of the proposed amalgamation.

Only shareholders of record, as shown on Max’s register of members or branch register, at the close of business on April 28, 2009, will be entitled to notice of, and to vote at, the Max special meeting or any adjournments thereof, or to exercise the appraisal rights conferred on dissenting shareholders by Bermuda law.

IF YOU WERE A MAX SHAREHOLDER OF RECORD ON APRIL 28, 2009, PLEASE VOTE IN ONE OF THE FOLLOWING THREE WAYS, WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING OF SHAREHOLDERS: (1) BY FOLLOWING THE INSTRUCTIONS CONTAINED IN THE NOTICE OF INTERNET AVAILABILITY OF MAX PROXY MATERIALS; (2) BY COMPLETING, SIGNING AND DATING THE ACCOMPANYING MAX PROXY CARD AND RETURNING IT IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE; OR (3) BY COMPLETING YOUR MAX PROXY ON THE INTERNET AT THE ADDRESS LISTED ON THE MAX PROXY CARD. IF YOU LATER DESIRE TO REVOKE YOUR MAX PROXY FOR ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE JOINT PROXY STATEMENT/PROSPECTUS. YOUR SHARES WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS, IF ANY, CONTAINED IN THE PROXY CARD. IF A PROXY IS PROPERLY EXECUTED AND RETURNED AND NO INSTRUCTION IS GIVEN, YOUR SHARES WILL BE VOTED “FOR” ITEMS 1 & 2 IN THE MAX PROXY. FOR FURTHER INFORMATION CONCERNING THE USE OF THE MAX PROXY AND OTHER RELATED MATTERS, YOU ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS ON THE FOLLOWING PAGES.

By order of the Board of Directors,

LOGO

W. Marston Becker

Chairman of the Board

May 7, 2009

Hamilton, Bermuda

TABLE OF CONTENTS


		Page
QUESTIONS AND ANSWERS ABOUT THE AMALGAMATION AND THE MEETINGS		i
SUMMARY		1
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF IPC		10
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF MAX		12
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF IPC		13
COMPARATIVE PER-SHARE DATA		22
MARKET PRICE AND DIVIDEND INFORMATION		23
RECENT DEVELOPMENTS		24
FORWARD-LOOKING STATEMENTS		24
RISK FACTORS		26
Risks Related to the Amalgamation		26
Risks Related to the Combined Entity Following the Amalgamation		32
THE AMALGAMATION		34
General Description		34
Background of the Amalgamation		34
Reasons Why IPC’s Board of Directors Recommends Approval of the Amalgamation		46
Reasons Why Max’s Board of Directors Recommends Approval of the Amalgamation		57
Opinion of J.P. Morgan Securities Inc., Financial Advisor to IPC’s Board		61
Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Financial Advisor to Max’s Board		69
Projected Financial Information		76
Interests of IPC Directors and Executive Officers in the Amalgamation		79
Interests of Max Directors and Executive Officers in the Amalgamation		81
IPC Shareholder Approval of IPC Bye-Law Amendments, Authorized Share Capital Increase, Name Change, Share Issuance and Director Compensation Plan, and Election of Post-Closing Directors		83
Max Shareholder Approval and Adoption of the Max Bye-Law Amendment and the Amalgamation Agreement and the Amalgamation		83
Listing of IPC Common Shares		84
Exchange Agent		84
Dividends and Distributions		84
Anticipated Accounting Treatment		84
Sources of Funds, Fees and Expenses		84
Dissenters’ Rights of Appraisal for Max Shareholders		85
THE AMALGAMATION AGREEMENT		87
Structure of the Amalgamation		87
Closing; Completion of the Amalgamation		87
Amalgamation Consideration		88
Exchange of Max Common Shares		88
Treatment of Max Share Options and Other Max Equity Awards		89
Treatment of Max Warrants		89
Representations and Warranties of the Parties in the Amalgamation Agreement		89
Conduct of Business Pending the Closing of the Amalgamation		91
Existing Credit Facilities		93
Access to Information; Confidentiality		93
Agreements to Use Commercially Reasonable Efforts		93
Restrictions on Change in Recommendation by the Boards of Directors of IPC or Max		94
Restrictions on Solicitation of Acquisition Proposals by IPC and Max		94
Expenses		96
Directors’ and Officers’ Insurance and Indemnification		96
Employee Benefits		96
Nasdaq Listing and Delisting; Reservation for Issuance		96
Dividends		97
Book Value Calculations		97


		Page
Conditions to the Amalgamation		97
Termination of the Amalgamation Agreement		98
Amendments and Waiver of the Amalgamation Agreement		100
MODIFICATIONS TO EXISTING CREDIT AGREEMENTS		101
REGULATORY MATTERS		102
INFORMATION ABOUT IPC AND MAX		104
IPC Holdings, Ltd.		104
Max Capital Group Ltd.		104
COMPARISON OF SHAREHOLDER RIGHTS		106
THE IPC MEETING		124
THE MAX SPECIAL MEETING		128
PROPOSALS TO BE SUBMITTED TO IPC SHAREHOLDERS; VOTING REQUIREMENTS AND RECOMMENDATIONS		130
Proposal 1: IPC Bye-Law Amendment to Increase the Maximum Number of Directors		130
Proposal 2: IPC Bye-Law Amendment to Modify the Indemnity Provisions		131
Proposal 3: IPC Bye-Law Amendment to Provide for Advance Notice of Shareholder Nominees for Director and Other Shareholder Proposals		132
Proposal 4: IPC Bye-Law Amendment Regarding Alternate Directors and Cumulative Voting		133
Proposal 5: IPC Bye-Law Amendment to Add Certain Conditions to the Conduct of Director and Shareholder Meetings		134
Proposal 6: IPC Authorized Share Capital Increase		135
Proposal 7: Name Change		137
Proposal 8: Share Issuance		138
Proposal 9: Election of Directors		139
Proposal 10: Approval of Director Plan of Remuneration		148
Proposal 11: Appointment of KPMG as Independent Auditors		150
PROPOSALS TO BE SUBMITTED TO MAX SHAREHOLDERS; VOTING REQUIREMENTS AND RECOMMENDATIONS		151
Proposal 1: Max Bye-Law Amendment		151
Proposal 2: Adoption of the Amalgamation Agreement and Approval of the Amalgamation		151
COMPENSATION OF IPC’S EXECUTIVE OFFICERS		153
IPC’s Executive Officers		153
IPC’s Compensation Discussion and Analysis		154
IPC Compensation Committee Report		174
IPC Compensation Committee Interlocks and Insider Participation		174
IPC Audit Committee Report		174
COMPENSATION OF MAX’S EXECUTIVE OFFICERS		176
Max’s Executive Officers		176
Executive and Director Compensation; Compensation Committee Interlocks and Insider Participation		178
BENEFICIAL OWNERSHIP OF COMMON SHARES		179
IPC		179
Max		180
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES		183
The Amalgamation		184
Holding and Disposing of the Combined Entity’s Common Shares		186
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		191
IPC and Max		191
IPC		191
Max		191
VALIDITY OF SECURITIES		192
EXPERTS		192


		Page
ENFORCEABILITY OF CIVIL LIABILITIES UNDER THE UNITED STATES FEDERAL SECURITIES LAWS		192
IPC SHAREHOLDER COMMUNICATION		192
SHAREHOLDER PROPOSALS FOR ANNUAL GENERAL MEETINGS		193
COSTS OF SOLICITING PROXIES		194
INTERNET WEBSITE AVAILABILITY OF PROXY MATERIALS		194
OTHER MATTERS		195
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		195
GLOSSARY		196
WHERE YOU CAN FIND MORE INFORMATION		198
ANNEX A: AGREEMENT AND PLAN OF AMALGAMATION
ANNEX B: FIRST AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATION
ANNEX C: AMALGAMATION AGREEMENT
ANNEX D: OPINION OF J.P. MORGAN SECURITIES INC., FINANCIAL ADVISOR TO IPC’S BOARD OF DIRECTORS
ANNEX E: OPINION OF MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, FINANCIAL ADVISOR TO MAX’S BOARD OF DIRECTORS
ANNEX F: PROPOSED AMENDED AND RESTATED BYE-LAWS OF THE COMBINED ENTITY
ANNEX G: SHAREHOLDER RESOLUTIONS TO AMEND THE BYE-LAWS OF IPC HOLDINGS, LTD.
ANNEX H: SHAREHOLDER RESOLUTIONS TO INCREASE AUTHORIZED SHARE CAPITAL AND CHANGE NAME

QUESTIONS AND ANSWERS ABOUT THE AMALGAMATION AND THE MEETINGS

The following questions and answers highlight selected information from this joint proxy statement/prospectus and may not contain all the information that is important to you. We encourage you to read this entire document carefully.

Q:	When and where are the shareholder meetings?

A1: The IPC annual general meeting of shareholders, which we refer to as the “IPC meeting,” will take place at 11:00 a.m., Atlantic Time, on June 12, 2009, at the American International Building, 29 Richmond Road, Pembroke HM 08, Bermuda.

A2: The Max Special Meeting of Shareholders, which we refer to as the “Max special meeting,” will take place at 11:00 a.m., Atlantic Time, on June 12, 2009, at Max House, 2 Front Street, Hamilton HM 11, Bermuda.

Q:	What is happening at the shareholder meetings?

A1: At the IPC meeting, IPC shareholders will be asked:

•

Proposals 1-5: to approve amendments to IPC’s bye-laws to be effective as of the effective time of the amalgamation, which we refer to collectively as the “IPC bye-law amendments,” to: (1) increase the maximum number of directors on the board of directors from nine to 12, (2) modify the indemnity provisions, (3) add provisions regarding advance notice of shareholder nominees for director and other shareholder proposals, (4) remove provisions regarding alternate directors and cumulative voting in the election of directors, and (5) add certain conditions to the conduct of director meetings;

•

Proposal 6: to approve effective as of the effective time of the amalgamation, which we refer to as the “effective time,” the increase in IPC’s authorized share capital from $1,850,000 to $2,350,000 by the creation of an additional 50,000,000 common shares, par value $0.01 per share, ranking pari passu with the existing common shares of IPC, which we refer to as the “authorized share capital increase”;

•

Proposal 7: to approve effective as of the effective time a change in IPC’s name to “Max Capital Group Ltd.,” which we refer to as the “name change”;

•

Proposal 8: to approve the issuance of common shares pursuant to the amalgamation agreement, which we refer to as the “share issuance”;

•

Proposal 9: to elect the directors of IPC and of the combined entity, whom we refer to as the “post-closing directors”;

•

Proposal 10: to approve effective as of the effective time a revised plan of remuneration for the combined entity’s board of directors, which we refer to as the “director compensation plan”;

•

to approve the adjournment of the shareholder meeting for the solicitation of additional proxies in favor of any of the above proposals, which we refer to as an “adjournment proposal.”

Even if shareholders approve the IPC bye-law amendments, the authorized share capital increase, the name change, the share issuance and the director compensation plan, and elect each post-closing director, in each case with the required vote, those matters will take effect, and the post-closing director nominees (in the case of directors that are currently Max directors) will serve as directors of IPC, only if and when the amalgamation closes.

A2: At the Max special meeting, Max shareholders will be asked:

•

Proposal 1: to approve an amendment to Max’s bye-laws to reduce the shareholder vote required to approve an amalgamation with any other company from the affirmative vote of three-fourths of the

votes cast thereon at a general meeting of the shareholders to a simple majority, which we refer to as the “Max bye-law amendment,”

•

Proposal 2: to adopt the amalgamation agreement and approve the amalgamation; and

•

to approve an adjournment proposal in respect of the Max special meeting for the solicitation of additional Max proxies in favor of the foregoing proposals, if necessary.

Q:	What will happen in the amalgamation?

A: If IPC shareholders approve the IPC bye-law amendments, the name change and the share issuance, and elect each post-closing director, and if Max shareholders adopt the amalgamation agreement and approve the amalgamation, and all other conditions to the amalgamation have been satisfied or waived, Max will amalgamate with IPC Limited, a direct, wholly owned subsidiary of IPC, upon the terms and subject to the conditions set forth in the amalgamation agreement. Immediately following the amalgamation, IPC will change its name to “Max Capital Group Ltd.” We refer to IPC after the amalgamation with Max as the “combined entity.” Upon the closing of the amalgamation, the separate corporate existence of Max and IPC Limited will cease and they will continue as an amalgamated company and subsidiary of IPC, which we refer to as the “amalgamated company.” The combined entity will serve as the Bermuda-based holding company for the existing global specialty insurance and reinsurance operating subsidiaries of Max (through the amalgamated company) and IPCRe Limited, which we refer to as “IPCRe.” IPCRe is IPC’s existing Bermuda-based property catastrophe reinsurance subsidiary. IPCRe will be renamed Max IPC Re Ltd. and the amalgamated company will be renamed “Max Holdings Ltd.”

Q:	Why are the parties proposing the amalgamation? Why is IPC changing its name?

A1: Based on a number of factors described below under The Amalgamation—Reasons Why IPC’s Board of Directors Recommends Approval of the Amalgamation, IPC’s board of directors believes that the amalgamation will create a specialty insurance and reinsurance company that will be better positioned for long-term success and the creation of superior shareholder value. In particular, IPC’s board of directors believes that the combined entity will benefit from the combined financial resources, management and personnel of IPC and Max and will be able to better capitalize on opportunities in the reinsurance and insurance industry. In addition, IPC’s board of directors believes that the amalgamation will permit the combined entity to derive significant advantages from the more efficient use of capital. Please see The Amalgamation—Reasons Why IPC’s Board of Directors Recommends Approval of the Amalgamation on page 46 for more information. IPC agreed in the amalgamation agreement to change its name to “Max Capital Group Ltd.” in order to leverage the “Max” name and its widespread recognition among retail customers throughout the world.

A2: Based on a number of factors described below under The Amalgamation—Reasons Why Max’s Board of Directors Recommends Approval of the Amalgamation, Max’s board of directors believes that the increased capital size and stronger underwriting platform of the combined entity will translate into enhanced financial flexibility, particularly in light of current economic conditions, and thereby enhance shareholder value. In addition, Max’s board of directors believes that the greater scale and addition of capital created by the amalgamation should enhance the combined entity’s ability to capitalize on emerging opportunities in the property and casualty market. Please see The Amalgamation—Reasons Why Max’s Board of Directors Recommends Approval of the Amalgamation on page 57 for more information. IPC and Max have agreed that, in order to leverage the “Max” name and its widespread recognition among retail customers throughout the world, it is in the best interests of the combined entity that it be named “Max Capital Group Ltd.”

Q:	What will Max shareholders receive in the amalgamation?

A: Under the terms of the amalgamation agreement, each outstanding Max common share (including any shares held by Max shareholders that do not vote in favor of the amalgamation, but excluding any dissenting shares as to which appraisal rights have been properly exercised pursuant to Bermuda law), will be cancelled and converted into the right to receive 0.6429 common shares of IPC upon closing of the amalgamation. We refer to this fraction of an IPC common share as the “exchange ratio.” Max shareholders will not receive any fractional IPC shares in the amalgamation. Instead, Max shareholders will be paid cash in lieu of the fractional share

interest to which such shareholders would otherwise be entitled as described under The Amalgamation Agreement—Amalgamation Consideration below. We refer to the exchange ratio and the cash in lieu of fractional shares as the “amalgamation consideration.”

Q:	Are shareholders able to exercise appraisal rights?

A1: The IPC shareholders will not be entitled to exercise appraisal rights with respect to any matter to be voted upon at the IPC meeting.

A2: The Max shareholders who do not vote in favor of the amalgamation agreement and the amalgamation and who are not satisfied that they have been offered fair value for their Max common shares may exercise, within one month after the date the notice convening the Max special meeting is deemed to have been received (which in any event will be before the Max special meeting), appraisal rights under Bermuda law to have the fair value of their Max common shares appraised by the Supreme Court of Bermuda, which we refer to as the “Court,” subject to compliance with all of the required procedures, as described under The Amalgamation—Dissenters’ Rights of Appraisal for Max Shareholders below on page 85. IPC may terminate the amalgamation agreement if the total number of Max common shares for which appraisal rights have been exercised pursuant to Bermuda law exceeds 15% of the Max common shares outstanding on the business day immediately following the last day on which Max shareholders may require appraisal of their Max common shares pursuant to Bermuda law.

Q:	When do the parties expect to complete the amalgamation?

A: The parties expect to complete the amalgamation in the second quarter of 2009, although there can be no assurance that the parties will be able to do so. The closing of the amalgamation is subject to customary closing conditions, including shareholder approvals and receipt of certain insurance and other regulatory approvals. Please see The Amalgamation Agreement—Conditions to the Amalgamation on page 97.

Q:	What will be the composition of the board of directors of IPC following the amalgamation?

A: The combined entity’s board of directors will have 12 directors, consisting of the six current IPC independent directors (Messrs. Kenneth L. Hammond (Chairman), Mark R. Bridges, Michael J. Cascio, Peter S. Christie, L. Anthony Joaquin and Antony P.D. Lancaster), five current Max independent directors (Messrs. Mario P. Torsiello, Willis T. King, Jr., Gordon Cheesbrough, James L. Zech and K. Bruce Connell) and W. Marston Becker, Max’s current Chairman of the Board of Directors and Chief Executive Officer. Kenneth L. Hammond, non-executive Chairman of IPC’s board of directors, will assume the non-executive Chairmanship of the board of directors of the combined entity. Mario P. Torsiello will assume the non-executive Deputy Chairmanship of the board of directors of the combined entity.

Q:	How will the combined entity be managed?

A: The combined entity will serve as the Bermuda-based holding company for the existing global specialty insurance and reinsurance operating subsidiaries of Max and for IPCRe. Upon the closing of the amalgamation, W. Marston Becker, currently Max’s Chief Executive Officer and Chairman of Max’s board of directors, will become the President and Chief Executive Officer of the combined entity. James P. Bryce, currently IPC’s Chief Executive Officer and a director, will commence a long contemplated retirement as of June 30, 2009, although he will continue in a non-executive role as Chairman of Max IPC Re Ltd. and will be active in client relations and marketing. Peter A. Minton, Max’s Chief Operating Officer, and Joseph W. Roberts, Max’s Chief Financial Officer, will hold their respective titles at the combined entity and IPC’s Chief Financial Officer, John R. Weale, will become Executive Vice President & Treasurer of the combined entity. If the transaction has not been consummated by June 30, 2009, Mr. Weale will become acting Chief Executive Officer of IPC following James P. Bryce’s retirement and pending closing of the amalgamation.

Q:	What are the U.S. federal income tax consequences of the amalgamation?

A: The conversion of Max common shares into IPC common shares pursuant to the amalgamation generally will be a tax-free reorganization for U.S. federal income tax purposes for U.S. holders (as defined in Material

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U.S. Federal Income Tax Consequences on page 183) who will own less than five percent of the issued IPC common shares following the amalgamation. Accordingly, a U.S. holder who will own after the amalgamation less than five percent of the issued IPC common shares generally will not recognize any gain or loss for U.S. federal income tax purposes on the conversion of its Max common shares into IPC common shares in the amalgamation, but may recognize gain or loss for U.S. federal income tax purposes with respect to any cash received instead of fractional IPC common shares.

YOU SHOULD READ MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES BELOW FOR A MORE DETAILED DISCUSSION OF THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE AMALGAMATION. TAX MATTERS ARE COMPLICATED AND THE TAX CONSEQUENCES OF THE AMALGAMATION TO YOU WILL DEPEND UPON THE FACTS OF YOUR PARTICULAR SITUATION. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, THE PARTIES URGE YOU TO CONSULT WITH YOUR TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE AMALGAMATION TO YOU, INCLUDING THE APPLICABILITY OF U.S. FEDERAL, STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS.

Q:	What shareholder vote is required to approve the items to be voted on at each shareholder meeting, including the amalgamation?

A1: With respect to the IPC meeting, the affirmative vote of a majority of the votes cast at the IPC meeting, at which a quorum is present in accordance with IPC’s bye-laws, is required to approve each IPC bye-law amendment, the authorized share capital increase, the name change, the share issuance and the director compensation plan. IPC shareholders currently vote cumulatively in the election of directors. The IPC bye-law amendments, the name change, the share issuance and the director compensation plan will become effective, and the Max post-closing director nominees will serve on the combined entity’s board of directors, only if each of the foregoing items is duly approved by shareholders, and all of the other conditions to the amalgamation are satisfied or waived and the amalgamation closes. The affirmative vote of a majority of the votes cast at the IPC meeting is required to approve each other matter to be acted on, including the appointment of KPMG and any adjournment proposal. The term of office of each duly elected IPC post-closing director nominee will begin as of the close of the IPC meeting regardless of the outcome of any other proposal. As of April 9, 2009, 1.4% of the outstanding IPC common shares were held by IPC’s directors and executive officers.

A2: With respect to the Max special meeting, the affirmative vote of a majority of the votes cast at the Max special meeting, at which a quorum is present in accordance with Max’s bye-laws, is required to approve the Max bye-law amendment, which will become immediately effective if so approved. If the Max bye-law amendment is approved, the affirmative vote of a majority of the votes cast at the Max special meeting is required to adopt the amalgamation agreement and approve the amalgamation. If the Max bye-law amendment is not approved, the affirmative vote of three-fourths of the votes cast at the Max special meeting will be required to adopt the amalgamation agreement and approve the amalgamation. The affirmative vote of a majority of the votes cast at the Max special meeting is required to approve each other matter to be acted on, including the appointment of any adjournment proposal. As of April 9, 2009, approximately 3.7% of the outstanding Max common shares were held by Max’s directors and executive officers.

Q:	Do the boards of directors recommend approval of the proposals?

A1: Yes. IPC’s board of directors, taking into consideration the reasons discussed under The Amalgamation—Reasons Why IPC’s Board of Directors Recommends Approval of the Amalgamation, adopted the amalgamation agreement, authorized and approved the IPC bye-law amendments, the authorized share capital increase, the name change, the share issuance, the director compensation plan and the appointment of KPMG and has nominated each post-closing director nominee. IPC’s board of directors deems it fair, advisable and in the best interests of IPC to enter into the amalgamation agreement and to consummate the share issuance and the other transactions contemplated by the amalgamation agreement. IPC’s board of directors recommends that you vote “FOR” each matter submitted on the IPC proxy card.

A2: Yes. Max’s board of directors, taking into consideration the reasons discussed under The Amalgamation—Reasons Why Max’s Board of Directors Recommends Approval of the Amalgamation, has adopted the amalgamation agreement and authorized and approved the amalgamation of Max with IPC Limited upon the terms and subject to the conditions set forth in the amalgamation agreement, authorized and approved the Max bye-law amendment and deems it fair to, advisable to and in the best interests of Max to enter into the amalgamation agreement and to consummate the amalgamation and the other transactions contemplated thereby. Max’s board of directors recommends that Max shareholders vote “FOR” each matter submitted on the Max proxy card.

Q:	What is the record date for each special meeting?

A1: The record date for the IPC meeting is April 28, 2009, which we refer to as the “IPC record date.” Only IPC shareholders at the close of business on the IPC record date will be entitled to notice of, and to vote at, the IPC meeting or any adjournment thereof.

A2: The record date for the Max special meeting is April 28, 2009, which we refer to as the “Max record date.” Only Max shareholders at the close of business on the Max record date will be entitled to notice of, and to vote at, the Max special meeting or any adjournment or postponement thereof.

Q:	What do I need to do now?

A: The parties urge you to read carefully this joint proxy statement/prospectus, including its annexes and the documents incorporated by reference herein. You also may want to review the documents referenced under Where You Can Find More Information on page 194 and consult with your accounting, legal and tax advisors.

Q:	How do I vote my shares if I am a shareholder of record?

A1: IPC shareholders of record can indicate how they want to vote on their IPC proxy card and then sign, date and mail their proxy card in the enclosed return envelope as soon as possible so that their shares may be represented at the IPC meeting, or follow the instructions on the IPC proxy card to complete their proxy card on the Internet at the website indicated or by telephone. IPC shareholders may also attend the IPC meeting in person instead of submitting a proxy. Abstentions and “broker non-votes” will be counted toward the presence of a quorum at, but will not be considered votes cast on any proposal brought before, the IPC meeting. Therefore, abstentions and “broker non-votes” will have no effect on the outcome of any proposal. See also The IPC Meeting—What if I Own in Excess of 10% of the Common Shares?

A2: Max shareholders of record can indicate how they want to vote on their Max proxy card and then sign, date and mail their proxy card in the enclosed return envelope as soon as possible so that their shares may be represented at the Max meeting, or follow the instructions on the Max proxy card to complete their proxy card on the Internet at the website indicated or by telephone. Max shareholders may also attend the Max meeting in person instead of submitting a proxy. Abstentions and “broker non-votes” will be counted toward the presence of a quorum at, but will not be considered votes cast on any proposal brought before, the Max meeting. Therefore, abstentions and “broker non-votes” will have no effect on the outcome of any proposal.

Q:	If my IPC common shares or Max common shares are held in a brokerage account or in “street name,” will my broker vote my shares for me?

A: If you are an IPC shareholder or Max shareholder, and, in either case, if you do not provide your bank or broker with instructions on how to vote your street name shares, your bank or broker will not be permitted to vote them unless your bank or broker already has discretionary authority to vote such street name shares. Please review the voting form used by your broker to see if you can submit your voting instructions by telephone or the Internet. Also, if your bank or broker has indicated on the relevant proxy that it does not have discretionary authority to vote such street name shares, your bank or broker will not be permitted to vote them. Either of these situations results in a “broker non-vote.”

A “broker non-vote” with respect to the IPC meeting and the Max special meeting will not be considered as entitled to vote with respect to any matter presented at the respective meeting, but will be counted for purposes of establishing a quorum, provided that your broker, bank or nominee is in attendance in person or by proxy. A broker non-vote with respect to any proposal or matter to be voted on at the shareholder meetings will have no effect on the outcome of such proposal or matter.

You should, therefore, provide your bank or broker with instructions on how to vote your shares or arrange to attend the IPC meeting and/or the Max special meeting, as the case may be, and vote your shares in person to avoid a broker non-vote. If your bank or broker holds your shares and you attend the special meeting in person, you should bring a letter from your bank or broker identifying you as the beneficial owner of the shares and authorizing you to vote your shares at the meeting.

Q:	What do I do if I want to change my vote?

A: You may change your vote at any time before the vote takes place at the IPC meeting and/or the Max special meeting, as the case may be. To do so, you may either complete and submit a new proxy card with a later date or send a written notice stating that you would like to revoke your proxy, you may also complete and submit a new proxy card by telephone or the Internet. In addition, you may elect to attend the IPC meeting and/or the Max special meeting, as the case may be, and vote in person, as described above. If you are an IPC shareholder or a Max shareholder and you hold your shares through a bank, broker or other nominee, you may revoke the instructions only by informing the bank, broker or nominee in accordance with any procedures established by that nominee.

Q:	Should I send in my Max share certificates now?

A: No. If the amalgamation closes, written instructions will be sent to Max shareholders with respect to the exchange of their share certificates for the amalgamation consideration.

Q:	What is Validus’s offer with respect to the amalgamation?

A: On March 31, 2009, IPC’s board of directors received an unsolicited acquisition proposal from Validus Holdings, Ltd., which we refer to as “Validus.” Validus’s offer contemplated an acquisition of IPC by Validus pursuant to a share-for-share exchange in which each IPC common share would be exchanged for 1.2037 Validus common shares. Validus common shares, par value $0.175 per share, are quoted on the New York Stock Exchange under the symbol “VR.” The closing price of a Validus common share on the New York Stock Exchange on March 30, 2009, the day prior to Validus’s offer, was $24.91, resulting in an implied premium for Validus’s offer to IPC’s market price of 18.0%, and the closing price of a Validus common share on the New York Stock Exchange on April 24, 2009 was $22.76, resulting in an implied premium for Validus’s offer to IPC’s market price of 10.7%. Validus’s offer is based on the amalgamation agreement between IPC and Max, but with certain differences. In particular:

•

Validus is not required to close the proposed acquisition unless all of the waivers or amendments that Validus, in its sole discretion, deems to be necessary under any of IPC’s or Validus’s credit facilities have been obtained. The amalgamation agreement with Max does not have such a closing condition and, in any event, IPC and Max have already obtained all requisite amendments required under their respective syndicated credit facilities.

•

Validus is not bound (although IPC would be bound) by certain deal protection and non-solicitation provisions of the Validus agreement, whereas IPC and Max are reciprocally bound under those provisions in their amalgamation agreement (in other words, the non-solicitation provision in the proposed Validus amalgamation agreement only applies to IPC and not to Validus).

•

Validus’s offer does not provide for any of IPC’s directors to serve on the board of directors of Validus or any of its subsidiaries after the consummation of the acquisition, nor does it

provide for IPC’s management to have any role in the management of Validus or its subsidiaries after the consummation of the acquisition. By contrast, under the amalgamation agreement with Max, IPC and Max have agreed to provide for representation from both companies’ independent directors on the combined entity’s board of directors (including IPC’s chairman as chairman of the combined entity) and for IPC’s management to have senior positions in the management of the combined entity, to seek to ensure the achievement of the objectives of the combined IPC/Max business plan. Validus stated in a press release dated April 2, 2009 that it would be willing to discuss continued board representation in the potential Validus-IPC combined entity for members of IPC’s board of directors; however, Validus has made no binding commitment in this regard. The board of directors of IPC unanimously determined that Validus’s offer did not constitute a superior proposal, as defined in the amalgamation agreement, and reaffirmed its recommendation that IPC shareholders approve the amalgamation with Max. Validus is soliciting proxies from IPC shareholders in opposition to the amalgamation with Max. IPC recommends that IPC shareholders not give their proxies to Validus.

On April 30, 2009, Validus announced its intention to commence an exchange offer to IPC’s shareholders for all outstanding IPC shares on the same economic terms as the offer that had been presented to IPC’s board of directors a month earlier. Validus indicated that its exchange offer, when launched, would be subject to several conditions, including termination of the amalgamation agreement with Max, the tender of at least 90% of IPC’s shares in Validus’s exchange offer, as well as conditions that were also conditions to Validus’s offer to IPC’s board of directors. On April 30, 2009, IPC’s board of directors met to discuss Validus’s announcement. At that meeting, IPC’s board of directors unanimously reaffirmed its belief that the acquisition proposal made by Validus does not represent a superior proposal and IPC’s board of directors continues to recommend that IPC shareholders vote in favor of the amalgamation with Max.

Also on April 30, 2009, as an alternative to its announced exchange offer, Validus announced its intention to petition the Supreme Court of Bermuda to approve a “Scheme of Arrangement” under Bermuda law whereby Validus would acquire all IPC common shares on the same terms as its exchange offer. In its announcement, Validus indicated that the Scheme of Arrangement would need to be approved by a majority in number representing at least 75% in value of IPC’s shareholders present at a court-ordered meeting to approve the Scheme of Arrangement followed by sanction for the Scheme of Arrangement from the Court. Validus’s announcement further stated that, if the Scheme of Arrangement is approved at the court-ordered meeting and sanctioned by the Court, IPC’s shareholders can then call a second meeting to require IPC to approve the Scheme of Arrangement, and that, if approved by a majority of votes cast at the second meeting, the Scheme of Arrangement would become effective. IPC and Max cannot predict what additional actions Validus may take to further its proposal or attempt to prevent the amalgamation with Max from occurring. See Risk Factors—Validus’s offer and subsequent actions may negatively impact our ability to consummate the amalgamation and may cause disruption to the ongoing business of IPC and Max.

In addition, on April 28, 2009, Validus commenced a lawsuit in the Supreme Court of Bermuda against IPC, IPC Limited and Max. The complaint alleges, among other things, that: (1) the $50 million termination fee is unlawful and unenforceable, (2) IPC’s board of directors breached its duty and acted otherwise than in accordance with the constitution of IPC by entering into the amalgamation agreement and (3) IPC’s board of directors continues to breach its duty by acting in accordance with the provisions in the amalgamation agreement providing for the termination fee and the restrictions on entering into discussions with third parties regarding acquisition proposals. Through the lawsuit, Validus is apparently seeking declaratory and injunctive relief to prevent IPC and IPC Limited from paying any portion of the $50 million termination fee to Max and from taking any steps to give effect to the non-solicitation provisions in the amalgamation agreement. See The Amalgamation Agreement—Termination of the Amalgamation Agreement—Effect of Terminations; Remedies and The Amalgamation Agreement—Restrictions on Solicitation of Acquisition Proposals by IPC and Max below. While at this time, it is not possible to determine the ultimate resolution of, or estimate the liability related to Validus’s lawsuit, based on its review of the complaint each of IPC and Max believes that the allegations are without merit. See Recent Developments—Litigation Related to the Amalgamation for further discussion of Validus’s lawsuit.

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Q:	Who can I contact with any additional questions?

A1: IPC shareholders:

If you have additional questions about the amalgamation, you should contact Innisfree M&A Incorporated at:

Innisfree M&A Incorporated

501 Madison Avenue

20th Floor

New York, NY 10022

Toll-Free for Shareholders: (877) 825-8621

Banks and Brokers Call Collect: (212) 750-5834

If you would like additional copies of this joint proxy statement/prospectus, or if you need assistance voting your shares, you should contact Innisfree M&A Incorporated at:

Innisfree M&A Incorporated

501 Madison Avenue

20th Floor

New York, NY 10022

Toll-Free for Shareholders: (877) 825-8621

Banks and Brokers Call Collect: (212) 750-5834

A2: Max shareholders:

If you have additional questions about the amalgamation, you should contact Mackenzie Partners, Inc. at:

Mackenzie Partners, Inc.

105 Madison Avenue

New York, New York 10016

proxy@mackenziepartners.com

Call Collect: (212) 929-5500 or

Toll-Free: (800) 322-2885

If you would like additional copies of this joint proxy statement/prospectus, or if you need assistance voting your shares, you should contact Mackenzie Partners, Inc. at:

Mackenzie Partners, Inc.

105 Madison Avenue

New York, New York 10016

proxy@mackenziepartners.com

Call Collect: (212) 929-5500 or

Toll-Free: (800) 322-2885

Q:	Where can I find more information about the companies?

A: You can find more information about IPC and Max in the documents described under Where You Can Find More Information on page 198.

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SUMMARY

This summary highlights the material information in this joint proxy statement/prospectus. To fully understand IPC’s and Max’s proposals, and for a more complete description of the legal terms of the amalgamation, you should read carefully this entire document, including the annexes and documents incorporated by reference herein, and the other documents to which the parties have referred you. For information on how to obtain the documents that the parties have filed with the SEC, see Where You Can Find More Information on page 198.

IPC (page 104)

IPC Holdings, Ltd. (“IPC”), a Bermuda exempted company, provides property catastrophe reinsurance and, to a limited extent, property-per-risk excess, aviation (including satellite) and other short-tail reinsurance on a worldwide basis. During 2008, approximately 93% of its gross premiums written, excluding reinstatement premiums, covered property catastrophe reinsurance risks. Property catastrophe reinsurance covers against unpredictable events such as hurricanes, windstorms, hailstorms, earthquakes, volcanic eruptions, fires, industrial explosions, freezes, riots, floods and other man-made or natural disasters. The substantial majority of the reinsurance written by IPCRe, IPC’s Bermuda-based property catastrophe reinsurance subsidiary, has been, and continues to be, written on an excess of loss basis for primary insurers rather than reinsurers, and is subject to aggregate limits on exposure to losses. During 2008, IPC had approximately 258 clients from whom it received either annual/deposit or adjustment premiums, including many of the leading insurance companies around the world. In 2008, approximately 36% of those clients were based in the United States, and approximately 53% of gross premiums written, excluding reinstatement premiums, related primarily to U.S. risks. IPC’s non-U.S. clients and its non-U.S. covered risks are located principally in Europe, Japan, Australia and New Zealand. During 2008, no single ceding insurer accounted for more than 3.7% of its gross premiums written, excluding reinstatement premiums. At December 31, 2008, IPC had total shareholders’ equity of $1,851 million and total assets of $2,389 million.

IPC’s common shares are quoted on the Nasdaq Global Select Market (“Nasdaq”) under the ticker symbol “IPCR” and the Bermuda Stock Exchange under the symbol “IPCR BH.” IPC’s principal executive offices are located at American International Building, 29 Richmond Road, Pembroke HM 08, Bermuda and its telephone number is (441) 298-5100. IPC Limited, a Bermuda exempted company, is a direct wholly owned subsidiary of IPC.

Max (page 104)

Max Capital Group Ltd. (“Max”) is a Bermuda headquartered global provider of specialty insurance and reinsurance products for the property and casualty market, with underwriting operations based in Bermuda, Ireland, the United States and the United Kingdom. Max underwrites a diversified portfolio of risks and serves clients ranging from Fortune 1000 companies to small owner-operated businesses. Max also provides reinsurance for the life and annuity market when opportunities arise.

Max has approximately $1,280.3 million in consolidated shareholders’ equity as of December 31, 2008. Its principal operating subsidiary is Max Bermuda Ltd. (“Max Bermuda”). Max conducts its non-Lloyd’s European activities through Max Europe Holdings Ltd. (“Max Europe”) and its operating subsidiaries, Max Re Europe Ltd. (“Max Re Europe”) and Max Insurance Europe Ltd. (“Max Insurance Europe”). Its United Kingdom Lloyd’s operations are conducted through Max UK Holdings Ltd. (“Max UK”) and its operating subsidiary Max at Lloyd’s Ltd. It conducts its U.S. operations through Max USA Holdings Ltd. (“Max USA”) and its operating subsidiaries, Max Specialty Insurance Company and Max America Insurance Company (“Max America”). Max holds all material alternative investments in Max Diversified Strategies Ltd. Max houses certain personnel and assets within its global service companies, which it believes improves the efficiency of certain corporate services

across the group. The global service companies comprise Max Capital Services Limited and its two subsidiaries, Max Capital Services USA LLC and Max Capital Services BDA Ltd.

Max’s common shares are quoted on Nasdaq under the ticker symbol “MXGL” and the Bermuda Stock Exchange under the symbol “MXGL BH.” Max’s principal executive offices are located at Max House, 2 Front Street, Hamilton HM 11, P.O. Box HM 2565, Hamilton HM KX, Bermuda and its telephone number is (441) 295-8800.

The IPC Meeting (page 124)

The IPC meeting will be held on June 12, 2009, at 11:00 a.m., Atlantic time, at the registered office of IPC, located at the American International Building, 29 Richmond Road, Pembroke HM 08, Bermuda. IPC shareholders will be asked at the IPC meeting:

•

Proposals 1-5: to approve amendments to IPC’s bye-laws to be effective as of the effective time to: (1) increase the maximum number of directors on the board of directors from nine to 12, (2) modify the indemnity provisions, (3) add provisions regarding advance notice of shareholder nominees for director and other shareholder proposals, (4) remove provisions regarding alternate directors and cumulative voting in the election of directors, and (5) add certain conditions to the conduct of director meetings;

•

Proposal 7: to approve effective as of the effective time a change in IPC’s name to “Max Capital Group Ltd.”;

•

Proposal 8: to approve the issuance of common shares pursuant to the amalgamation agreement;

•

Proposal 10: to approve effective as of the effective time a revised plan of remuneration for the combined entity’s board of directors;

•

You can vote at the IPC meeting only if you are a shareholder of record, as shown on IPC’s register of members or branch register, at the close of business on April 28, 2009, which is the record date for the IPC meeting.

The Max Special Meeting (page 128)

The Max special meeting will be held on June 12, 2009, at 11:00 a.m., Atlantic time, at Max House, 2 Front Street, Hamilton HM 11, Bermuda. Max shareholders will be asked at the Max special meeting:

•

Proposal 2: to adopt the amalgamation agreement and approve the amalgamation;

•

to approve an adjournment of the meeting for the solicitation of additional Max proxies in favor of any of the above proposals, if necessary; and

•

to transact such other further business, if any, as may lawfully be brought before the meeting.

You can vote at the Max special meeting only if you are a shareholder of record, as shown by the transfer books of Max, at the close of business on April 28, 2009, which is the record date for the Max special meeting.

The Amalgamation (page 34)

General Description (page 34)

Pursuant to the amalgamation agreement, Max will amalgamate with IPC Limited, a direct, wholly owned subsidiary of IPC, with the amalgamated company continuing as the surviving company and succeeding to and assuming all of the rights, properties, liabilities and obligations of Max and IPC Limited, if the amalgamation is consummated. Immediately following the amalgamation, IPC will change its name to “Max Capital Group Ltd.” Upon the closing of the amalgamation, the separate corporate existence of Max and IPC Limited will cease and they will continue as an amalgamated company and subsidiary of IPC. The combined entity will serve as the Bermuda-based holding company for the existing global specialty insurance and reinsurance operating subsidiaries of Max (through the amalgamated company) and IPCRe. IPCRe is IPC’s existing Bermuda-based property catastrophe reinsurance subsidiary. IPCRe will be renamed Max IPC Re Ltd. and the amalgamated company will be renamed “Max Holdings Ltd.” Following the effective time, the combined entity will continue to trade on Nasdaq under its new name and ticker symbol “MXCP”.

Following closing of the amalgamation, based on IPC’s and Max’s present capitalization and the exchange ratio of 0.6429, Max shareholders will own approximately 42% of the issued and outstanding shares of the combined entity on a fully diluted basis, and IPC will issue approximately 36,440,847 common shares in connection with the amalgamation. The amalgamation agreement is attached as Annex A, and an amendment thereto as Annex B, to this joint proxy statement/prospectus. You should read the amalgamation agreement in its entirety because it, and not this joint proxy statement/prospectus, is the legal document that governs the amalgamation.

Recommendations of the IPC Board of Directors (page 130)

On March 1, 2009, IPC’s board of directors unanimously adopted the amalgamation agreement and deemed it fair, advisable and in the best interests of IPC to enter into the amalgamation agreement and to consummate the other transactions contemplated thereby. IPC’s board of directors has adopted the amalgamation agreement, authorized and approved the IPC bye-law amendments, the authorized share capital increase, the name change, the share issuance, the director compensation plan and the appointment of KPMG, and has nominated each post-closing director to IPC’s board of directors, and deems it fair, advisable and in the best interests of IPC to enter into the amalgamation agreement and to consummate the share issuance and the other transactions contemplated by the amalgamation agreement. IPC’s board of directors recommends that IPC shareholders vote “FOR” each proposal submitted to IPC shareholders, and each post-closing director identified, on the attached IPC proxy card.

Recommendations of the Max Board of Directors (page 151)

On March 1, 2009, Max’s board of directors unanimously adopted the amalgamation agreement and authorized and approved the amalgamation of Max with IPC Limited upon the terms and subject to the conditions set forth in the amalgamation agreement and deemed it fair to, advisable to and in the best interests of Max to enter into the amalgamation agreement and to consummate the amalgamation and the other transactions contemplated thereby. Max’s board of directors has adopted the amalgamation agreement and authorized

and approved the amalgamation of Max with IPC Limited upon the terms and subject to the conditions set forth in the amalgamation agreement, authorized and approved the Max bye-law amendment, and deems it fair to, advisable to and in the best interests of Max to enter into the amalgamation agreement and to consummate the amalgamation and the other transactions contemplated by the amalgamation agreement. Max’s board of directors recommends that Max shareholders vote “FOR” each proposal submitted to Max shareholders on the attached Max proxy card.

Reasons Why IPC’s Board of Directors Recommends Approval of the Amalgamation (page 46)

In reaching these conclusions and in determining that the amalgamation agreement and the share issuance are fair, advisable and in the best interests of IPC, and in recommending the approval of the amalgamation agreement, the IPC bye-law amendments, the authorized share capital increase, the name change, the share issuance, the election of the post-closing directors, the director compensation plan and the appointment of KPMG, IPC’s board of directors consulted with IPC management as well as legal and financial advisors and considered a number of factors. Those factors included, but were not limited to, those set forth under The Amalgamation—Reasons Why IPC’s Board of Directors Recommends Approval of the Amalgamation below.

Reasons Why Max’s Board of Directors Recommends Approval of the Amalgamation (page 57)

In deciding to approve the amalgamation agreement and to recommend approval of the amalgamation to Max’s shareholders, Max’s board of directors considered a number of factors. In particular, Max’s board of directors considered the benefit from the combined financial resources of Max and IPC, including increased capital size and stronger underwriting platform, which Max’s board of directors believes will enhance financial flexibility. This greater scale and addition of capital should enhance the combined entity’s ability to capitalize on emerging opportunities in the property and casualty market. The Max board believed these benefits outweighed the risks associated with the transaction, including the increased risks related to IPC’s property catastrophe reinsurance business until the combined entity’s overall catastrophe exposures can be reduced to Max’s existing risk standards.

In the course of making the above determinations and recommendations, Max’s board of directors considered a number of potential benefits of the amalgamation, each of which Max’s board of directors believes supported its decision, including those set forth under The Amalgamation—Reasons Why Max’s Board of Directors Recommends Approval of the Amalgamation.

Opinion of J.P. Morgan Securities Inc., Financial Advisor to IPC’s Board (page 61)

At the meeting of IPC’s board of directors on March 1, 2009, J.P. Morgan Securities Inc. (“JPMorgan”) rendered its oral opinion, subsequently confirmed in writing on the same day, to IPC’s board of directors that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the exchange ratio in the proposed amalgamation was fair, from a financial point of view, to IPC.

The full text of the written opinion of JPMorgan dated March 1, 2009, which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Annex D to this joint proxy statement/prospectus and is incorporated herein by reference. IPC’s shareholders are urged to read the opinion in its entirety. JPMorgan’s written opinion is addressed to IPC’s board of directors, addresses only the fairness, from a financial point of view, to IPC of the exchange ratio in the amalgamation and does not constitute a recommendation to any shareholder of IPC as to how such shareholder should vote at the IPC meeting.

Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Financial Advisor to Max’s Board (page 69)

On March 1, 2009, Merrill Lynch rendered an oral opinion, which it later confirmed in writing on the same date, that, as of that date, and based upon and subject to the various assumptions and limitations described in the opinion, the exchange ratio was fair from a financial point of view to the Max shareholders, other than IPC and its affiliates.

Interests of IPC Directors and Executive Officers in the Amalgamation (page 79)

In considering the recommendations of IPC’s board of directors that IPC shareholders vote “FOR” the proposals regarding the IPC bye-law amendments, the authorized share capital increase, the name change, the share issuance, the director compensation plan and the election of the post-closing directors, IPC shareholders should be aware that James P. Bryce, John R. Weale, Peter J. A. Cozens, and Stephen F. Fallon, individually, and all the members of IPC’s board of directors as a group, have interests in the plan of amalgamation that are different from, and/or in addition to, the interests of IPC shareholders generally. As described under The Amalgamation—Interests of IPC Directors and Executive Officers in the Amalgamation below on page 79, Mr. Bryce has decided to commence a long contemplated retirement from IPC, both as an employee and as a member of IPC’s board of directors, not later than June 30, 2009, and has entered into a Retirement and Consulting Agreement (the “Retirement and Consulting Agreement”) to help accomplish an efficient transition in connection with the amalgamation. Additionally, Messrs. Weale, Cozens, and Fallon have each entered into an employment agreement with IPC. Messrs. Bryce, Weale, Cozens and Fallon have rights to indemnification by virtue of their positions as officers and/or directors of IPC. IPC’s board of directors was aware of and considered these differing interests and potential conflicts, among other matters, in evaluating and negotiating the amalgamation agreement with Max and in recommending that the IPC shareholders approve the proposals to be voted upon at the IPC meeting.

The rights of IPC’s executive officers under the Retirement and Consulting Agreement (in the case of Mr. Bryce) or the applicable employment agreements (in the case of Messrs. Weale, Cozens and Fallon), and the rights of IPC’s directors and officers to indemnification and the maintenance of directors’ and officers’ liability insurance are described under The Amalgamation—Interests of IPC Directors and Executive Officers in the Amalgamation below.

Interests of Max Directors and Executive Officers in the Amalgamation (page 81)

In considering the recommendations of Max’s board of directors that Max shareholders vote “FOR” the proposals regarding the Max bye-law amendments, the adoption of the amalgamation agreement and approval of

the amalgamation and approval of the adjournment proposal, Max shareholders should be aware that certain of Max’s executive officers and Max’s directors have interests in the plan of amalgamation that are different from, and/or in addition to, the interests of the Max shareholders generally. Max’s board of directors was aware of and considered these differing interests and potential conflicts, among other matters, in evaluating and negotiating the amalgamation agreement with IPC and in recommending that the Max shareholders approve the proposals to be voted upon at the Max meeting.

The rights of Max’s directors and executive officers with respect to outstanding equity awards, the rights of Max’s named executive officers under their respective employment agreements, and the rights of Max’s directors and officers to indemnification and the maintenance of directors’ and officers’ liability insurance are described below under The Amalgamation—Interests of Max Directors and Executive Officers in the Amalgamation.

Dividends and Distributions (page 84)

Each of IPC and Max regularly pays a quarterly cash dividend. Under the terms of the amalgamation agreement, before the amalgamation closes, IPC and Max are permitted to declare and pay ordinary course quarterly dividends on their common shares with record and payment dates consistent with past practice; provided that any such dividend is at a rate no greater than the rate it paid during the fiscal quarter immediately preceding the date of the amalgamation agreement, i.e., $0.22 per share in IPC’s case and $0.09 per share in Max’s case.

Pursuant to the amalgamation agreement, IPC and Max have agreed to coordinate the declaration of, and setting of record dates and payment dates for, dividends on IPC common shares and Max common shares so that the Max shareholders do not receive dividends on both the Max common shares and the IPC common shares received in the amalgamation in respect of any calendar quarter or fail to receive a dividend in respect of any calendar quarter.

Anticipated Accounting Treatment (page 84)

The amalgamation will be accounted for under the purchase method of accounting in accordance with Statement of Financial Accounting Standards No. 141R, “Business Combinations,” under which the total consideration paid in the amalgamation will be allocated among acquired assets and assumed liabilities based on the fair values of the assets acquired and liabilities assumed. In the event there is an excess of the total consideration paid in the amalgamation over the fair values, the excess will be accounted for as goodwill. Intangible assets with definite lives will be amortized over their estimated useful lives. Goodwill resulting from the amalgamation will not be amortized but instead will be tested for impairment at least annually (more frequently if certain indicators are present). In the event that management of IPC determines that the value of goodwill has become impaired, an accounting charge will be taken in the fiscal quarter in which such determination is made. In the event there is an excess of the fair values of the acquired assets and liabilities assumed over the total consideration paid in the amalgamation, the excess will be accounted for as a bargain purchase. The bargain purchase resulting from the amalgamation will be recognized in earnings as a gain attributable to the acquirer on the acquisition date.

The Amalgamation Agreement (page 87)

The amalgamation agreement is attached as Annex A, and an amendment thereto as Annex B, to this joint proxy statement/prospectus. You should read the amalgamation agreement in its entirety because it, and not this joint proxy statement/prospectus, is the legal document that governs the amalgamation.

Amalgamation Consideration (page 88)

Under the amalgamation agreement, each outstanding Max common share (including any shares held by Max shareholders that do not vote in favor of the amalgamation, but excluding any shares as to which appraisal

rights have been exercised pursuant to Bermuda law) will be cancelled and converted into the right to receive 0.6429 IPC common shares upon closing of the amalgamation and cash consideration in lieu of any fractional IPC common shares.

IPC will not issue any fractional IPC common shares in connection with the amalgamation. Instead, any Max shareholder who would otherwise have been entitled to a fraction of an IPC common share in connection with the amalgamation will be paid an amount in cash determined by multiplying such fraction by the average IPC share price (such average IPC common share price is determined by valuing IPC common shares based on the volume weighted average price per IPC common share on the Nasdaq for the five consecutive trading days immediately preceding the second trading day prior to the closing of the amalgamation).

Restrictions on Change in Recommendation by the Boards of Directors of IPC or Max (page 94)

Pursuant to the amalgamation agreement, the boards of directors of IPC or Max may not withdraw or modify, in any manner adverse to the other party, its recommendations in connection with the amalgamation except if such board has concluded in good faith, after consultation with its outside counsel and financial advisors, that such action is reasonably likely to be required in order for the directors to comply with their fiduciary duties under applicable law, and such party has not materially breached its obligations with respect to changing its recommendation. Before a party can change its recommendation with respect to the amalgamation, it must provide advance written notice of such change to the other party and give the other party five days to agree to alter the terms and conditions of the amalgamation agreement in a manner that removes the need for the applicable board of directors to change its recommendation in order to prevent a breach of its fiduciary duties. Even if IPC or Max has had a change in recommendation, each will still be required to submit such matters to the respective shareholders’ meeting. See The Amalgamation Agreement—Restrictions on Change in Recommendation by the Boards of IPC or Max below.

Restrictions on Solicitation of Acquisition Proposals by IPC and Max (page 94)

The amalgamation agreement precludes each of IPC and Max and their respective subsidiaries and advisors from, directly or indirectly, initiating, soliciting, encouraging or facilitating (including by providing information) any effort or attempt to make or implement any proposal or offer with respect to an amalgamation, reorganization, consolidation, business combination or similar transaction involving it or any of its subsidiaries or any purchase or sale involving 10% or more of its consolidated assets (including, without limitation, shares of its subsidiaries), or 10% or more of its total voting power or the voting power of any of its subsidiaries. There are certain exceptions, including if the board of directors of IPC or Max, as the case may be, concludes that an unsolicited bona fide written acquisition proposal in respect of such party is a superior proposal, as described under The Amalgamation Agreement—Restrictions on Solicitation of Acquisition Proposals by IPC and Max below.

Conditions to the Amalgamation (page 97)

Max’s and IPC’s respective obligations to complete the amalgamation are subject to the fulfillment or waiver (by both Max and IPC) of certain conditions, including:

•

receipt of the required IPC vote and the required Max shareholder approval to adopt the amalgamation agreement and approve the amalgamation;

•

approval for listing on Nasdaq of the IPC common shares to be issued or reserved for issuance in connection with the amalgamation, subject to official notice of issuance;

•

certain regulatory filings, approvals or exemptions will have been made, will have occurred or will have been obtained;

•

the registration statement of which this joint proxy statement/prospectus is a part will have become effective under the Securities Act of 1933, as amended (the “Securities Act”), and will not be the subject of any stop order or proceedings seeking a stop order;

•

no injunction or other legal restraints or prohibitions preventing the closing of the amalgamation will be in effect;

•

subject to the materiality standards provided in the amalgamation agreement, the representations and warranties of each other party in the amalgamation agreement will be true and correct, and each party will have performed its obligations under the amalgamation agreement (and each party will have received a certificate from the other party to such effect);

•

no governmental entity will have imposed any term, condition, obligation or restriction that would reasonably be expected to have a material adverse effect on IPC and its subsidiaries (including the amalgamated entity) after the effective time of the amalgamation; and

•

each of IPC and Max will have received a tax opinion with respect to certain U.S. federal income tax consequences of the amalgamation.

At any time prior to the effective time of the amalgamation, the parties may, to the extent legally permissible, waive compliance with any of the conditions contained in the amalgamation agreement, as described under The Amalgamation Agreement—Amendments and Waiver of the Amalgamation Agreement below.

Termination of the Amalgamation Agreement (page 98)

The amalgamation agreement may be terminated, at any time prior to the effective time, by mutual written consent of IPC and Max, and, subject to certain limitations described in the amalgamation agreement, by either IPC or Max, if any of the following occurs:

•

a regulatory approval required by the amalgamation agreement to be obtained has been denied or any governmental authority has taken any action permanently restraining or prohibiting the amalgamation, and such denial or action has become final and non-appealable (unless the failure to complete the amalgamation by that date is due to a breach by the party seeking to terminate the amalgamation agreement);

•

the amalgamation has not been consummated on or before November 30, 2009 (unless the failure to complete the amalgamation by that date is due to a breach by the party seeking to terminate the amalgamation agreement);

•

the other party has breached a covenant, agreement, representation or warranty that would preclude the satisfaction of certain closing conditions and such breach is not remedied in the 45 days following written notice to the breaching party or is not capable of being so remedied;

•

the IPC shareholders have not approved any of the matters for which their approval is solicited for the required IPC vote or the Max shareholders have not approved and adopted the amalgamation agreement and approved the amalgamation at the Max special meeting;

•

the other party’s good-faith estimate of such party’s book value as of the day prior to the requesting party’s shareholder meeting indicates that since December 31, 2008, either (1) the other party’s book value has declined by more than 50%, or (2) the other party’s book value has declined by more than 20 percentage points greater than the decline in the terminating party’s book value during the same period (with any increase in a party’s book value since December 31, 2008, deemed to be no change for purposes of measuring the 20 percentage point differential).

In addition, IPC may terminate the amalgamation agreement if the total number of dissenting Max common shares for which appraisal rights have been properly exercised in accordance with Bermuda law exceeds 15% of the issued and outstanding Max common shares on the business day immediately following the last day on which Max shareholders can require appraisal of their common shares. See The Amalgamation Agreement—Termination of the Amalgamation Agreement.

Effects of Termination, Remedies (page 99)

If either of the parties terminates the amalgamation agreement, the non-terminating party will be required to pay the other a termination fee of $50 million in certain circumstances, as described under The Amalgamation Agreement—Termination of the Amalgamation Agreement—Effect of Terminations; Remedies below.

Validus’s Offer and Related Actions

On March 31, 2009, the board of directors of IPC received an unsolicited acquisition proposal from Validus (which we refer to as “Validus’s offer”). On April 7, 2009, after consulting with IPC management and its outside legal and financial advisors and upon consideration of a variety of factors, the board of directors of IPC unanimously determined that Validus’s offer did not constitute a superior proposal, as defined in the amalgamation agreement, and reaffirmed its recommendation that IPC shareholders approve the amalgamation with Max. On April 9, 2009, Validus filed a preliminary proxy statement with the SEC for the solicitation of proxies in opposition to the amalgamation. IPC recommends that IPC shareholders not give their proxies to Validus.

On April 30, 2009, Validus announced its intention to commence an exchange offer to IPC’s shareholders for all outstanding IPC shares on the same economic terms as the offer that had been presented to IPC’s board of directors a month earlier. Validus announced that its exchange offer, when launched, would be subject to several conditions, including termination of the amalgamation agreement with Max, the tender of at least 90% of IPC’s shares in Validus’s exchange offer, as well as conditions that were also conditions to Validus’s offer to IPC’s board of directors. On April 30, 2009, IPC’s board of directors met to discuss Validus’s announcement. At that meeting, IPC’s board of directors unanimously reaffirmed its belief that the acquisition proposal made by Validus does not represent a superior proposal and IPC’s board of directors continues to recommend that IPC shareholders vote in favor of the amalgamation with Max.

Also on April 30, 2009, as an alternative to its announced exchange offer, Validus announced its intention to petition the Supreme Court of Bermuda to approve a “Scheme of Arrangement” under Bermuda law whereby Validus would acquire all IPC common shares on the same terms as its exchange offer. In its announcement, Validus indicated that the Scheme of Arrangement would need to be approved by a majority in number representing at least 75% in value of IPC’s shareholders present at a court-ordered meeting to approve the Scheme of Arrangement followed by sanction for the Scheme of Arrangement from the Court. Validus’s announcement further stated that, if the Scheme of Arrangement is approved at the court-ordered meeting and sanctioned by the Court, IPC’s shareholders can then call a second meeting to require IPC to approve the Scheme of Arrangement, and that, if approved by a majority of votes cast at the second meeting, the Scheme of Arrangement would become effective. IPC and Max cannot predict what additional actions Validus may take to further its proposal or attempt to prevent the amalgamation with Max from occurring. See Risk Factors— Validus’s offer and subsequent actions may negatively impact our ability to consummate the amalgamation and may cause disruption to the ongoing business of IPC and Max.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF IPC

Set forth below is certain selected historical consolidated financial data relating to IPC. The financial data has been derived from the audited financial statements filed as part of IPC’s Annual Report on Form 10-K for the year ended December 31, 2008. This financial data should be read in conjunction with the financial statements and the related notes and other financial information contained in the Annual Report on Form 10-K for the year ended December 31, 2008, which is incorporated by reference into this joint proxy statement/prospectus. More comprehensive financial information, including management’s discussion and analysis of financial condition and results of operations, is contained in other documents filed by IPC with the SEC, and the following summary is qualified in its entirety by reference to such other documents and all of the financial information and notes contained in those documents. See Where You Can Find More Information on page 198.


	Year Ended December 31,
	2008			2007			2006			2005			2004
	(dollars in millions, except percentages and share and per share amounts)
Statement of Income (Loss) Data:
Gross premiums written	$	403.4		$	404.1		$	429.9		$	472.4		$	378.4
Net premiums earned		387.4			391.4			397.1			452.5			354.9
Net investment income		94.1			121.8			109.7			71.8			51.2
Net (losses) gains on investments		(168.2	)		67.6			12.1			(10.6	)		5.9
Other income		—			1.1			3.5			5.2			4.3
Net loss and loss adjustment expenses incurred		155.6			124.9			58.5			1,072.7			215.6
Net acquisition costs		36.4			39.9			37.5			39.2			37.7
General and administrative expenses		26.3			30.5			34.4			27.4			23.2
Interest expense		2.7			—			—			—			—
Net foreign exchange loss (gain)		1.9			1.2			(2.6	)		3.0			1.3
Net income (loss)		90.4			385.4			394.6			(623.4	)		138.6
Preferred dividend		14.9			17.1			17.2			2.7			—
Net income (loss), available to common shareholders		75.5			368.3			377.4			(626.1	)		138.6
Net income (loss) per common share (1)		1.45			5.53			5.54			(12.30	)		2.87
Weighted average shares outstanding (1)		59,301,939			69,728,229			71,212,287			50,901,296			48,376,865
Cash dividend per common share	$	0.88		$	0.80		$	0.64		$	0.88		$	0.88
Other Data:
Loss and loss adjustment expense ratio (2)		40.2	%		31.9	%		14.7	%		237.0	%		60.8	%
Expense ratio (2)		16.2	%		18.0	%		18.1	%		14.8	%		17.1	%
Combined ratio (2)		56.4	%		49.9	%		32.8	%		251.8	%		77.9	%
Return on average equity (3)		4.2	%		20.1	%		24.0	%		(38.0	)%		8.6	%
Balance Sheet Data (at end of period):
Total cash and investments	$	2,235.2		$	2,473.2		$	2,485.5		$	2,560.1		$	1,901.1
Reinsurance premiums receivable		108.0			91.4			113.8			180.8			85.1
Total assets		2,388.7			2,627.7			2,645.4			2,778.3			2,028.3
Reserve for losses and loss adjustment expenses		355.9			395.2			548.6			1,072.1			274.5
Unearned premiums		85.5			76.0			80.0			66.3			68.5
Total shareholders’ equity		1,850.9			2,125.7			1,991.0			1,616.4			1,668.4
Diluted book value per common share (4)		32.85			32.42			27.94			22.26			34.44

(1)

Net income per common share is calculated upon the weighted average number of common shares outstanding during the relevant year. The weighted average number of shares includes common shares and the dilutive effect of employee stock options and stock grants, using the treasury stock method and convertible preferred shares. The net loss per common share for the year ended December 31, 2005, is calculated on the weighted average number of shares outstanding during the year, excluding the anti-dilutive effect of employee stock options, stock grants and convertible preferred shares. The net income per common share for the year ended December 31, 2008, is calculated on the weighted average number of shares outstanding during the year, excluding the anti-dilutive effect of stock-based compensation and convertible preferred shares.

(2)

The loss and loss adjustment expense ratio is calculated by dividing the net losses and loss expenses incurred by the net premiums earned. The expense ratio is calculated by dividing the sum of acquisition costs and general and administrative expenses by net premiums earned. The combined ratio is the sum of the loss and loss expense ratio and the expense ratio.

(3)	Return on average equity is calculated as the annual net income (loss), available to common shareholders divided by the average of the common shareholders’ equity, which is total shareholders’ equity, excluding convertible preferred shares, on the first and last day of the respective year.

(4)

Diluted book value per common share is calculated as shareholders’ equity divided by the number of common shares outstanding on the balance sheet date, after considering the dilutive effects of stock-based compensation, calculated using the treasury stock method. At December 31, 2008, the diluted number of shares outstanding, including the dilutive effect of employee stock-based compensation using the treasury stock method was 56,348,698.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF MAX

Set forth below is certain selected historical consolidated financial data relating to Max. The financial data has been derived from the audited financial statements filed as part of Max’s Annual Report on Form 10-K for the year ended December 31, 2008. This financial data should be read in conjunction with the financial statements and the related notes and other financial information contained in the Annual Report on Form 10-K for the year ended December 31, 2008, which is incorporated by reference into this joint proxy statement/prospectus. More comprehensive financial information, including management’s discussion and analysis of financial condition and results of operations, is contained in other documents filed by Max with the SEC, and the following summary is qualified in its entirety by reference to such other documents and all of the financial information and notes contained in those documents. See Where You Can Find More Information on page 198.


	Year Ended December 31,
	2008			2007			2006			2005			2004
	(dollars in millions, except percentages and per-share data)
Gross premiums written	$	1,254.3		$	1,078.3		$	865.2		$	1,246.0		$	1,043.6
Net premiums earned		813.5			817.9			665.0			1,053.5			899.9
Net investment income		181.6			188.2			150.0			106.8			82.8
Net (losses) gains on alternative investments		(233.0	)		186.7			84.8			39.9			81.6
Net (loss) income		(175.3	)		303.2			216.9			9.5			141.8
Fixed maturities and cash		4,603.3			4,060.9			3,470.0			2,996.9			2,395.2
Alternative investments		753.7			1,061.7			1,065.9			1,230.9			1,119.0
Total assets		7,252.0			6,538.5			5,849.0			5,305.2			4,319.4
Shareholders’ equity		1,280.3			1,583.9			1,390.1			1,185.7			902.7
Book value per share		22.94			27.54			23.06			20.16			19.70
Diluted book value per share(1)		22.46			25.59			21.55			18.65			18.38
Diluted earnings per share		(3.10	)		4.75			3.43			0.18			2.92
Cash dividends per share		0.36			0.32			0.24			0.18			0.12
Return on average shareholders’ equity		(12.2	)%		20.4	%		16.8	%		0.9	%		17.0	%

(1)

Diluted book value per share is calculated as shareholders’ equity divided by the number of common shares outstanding on the balance sheet date, after considering the dilutive effects of stock-based compensation and warrants, calculated using the treasury stock method. At December 31, 2008, the diluted number of shares outstanding, including the dilutive effect of employee stock-based compensation and warrants using the treasury stock method, was 57,009,398.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF IPC

The preliminary unaudited pro forma condensed consolidated balance sheet at December 31, 2008, combines the historical consolidated balance sheets of IPC and Max, giving effect to the amalgamation as if it had been consummated on December 31, 2008. The preliminary unaudited pro forma condensed consolidated income statement for the year ended December 31, 2008, combine the historical consolidated statements of income of IPC and Max, giving effect to the amalgamation as if it had occurred on January 1, 2008. We have adjusted the historical consolidated financial information to give effect to pro forma events that are (1) directly attributable to the amalgamation, (2) factually supportable, and (3) with respect to the statement of income, expected to have a continuing impact on the consolidated results. You should read this information in conjunction with:

•

the accompanying notes to the preliminary unaudited pro forma condensed consolidated financial information;

•

IPC’s separate historical audited financial statements as of and for the year ended December 31, 2008, included in IPC’s Annual Report on Form 10-K for the year ended December 31, 2008; and

•

Max’s separate historical audited financial statements as of and for the year ended December 31, 2008, included in Max’s Annual Report on Form 10-K for the year ended December 31, 2008.

The preliminary unaudited pro forma condensed consolidated financial information has been prepared for informational purposes only. The preliminary unaudited pro forma adjustments represent management’s estimates based on information available at this time. The preliminary unaudited pro forma condensed consolidated financial information is not necessarily indicative of what the financial position or results of operations actually would have been had the amalgamation been completed at the dates indicated. In addition, the preliminary unaudited pro forma condensed consolidated financial information does not purport to project the future financial position or operating results of the combined entity. The preliminary unaudited pro forma condensed consolidated financial information does not give consideration to the impact of possible revenue enhancements, expense efficiencies, synergies or asset dispositions that may result from the amalgamation.

The preliminary unaudited pro forma condensed consolidated financial information has been prepared using the purchase method of accounting with IPC treated as the accounting acquirer. Accordingly, IPC’s cost to acquire Max has been allocated to the acquired assets, liabilities and commitments based upon their estimated fair values at December 31, 2008. The allocation of the purchase price is preliminary and is dependent upon certain valuations and other studies that have not progressed to a stage where there is sufficient information to make a definitive allocation. Accordingly, the final purchase accounting adjustments may be materially different from the preliminary unaudited pro forma adjustments presented herein.

Unaudited Pro Forma Condensed Consolidated Balance Sheet


	At December 31, 2008
	Historical IPC			Historical Max			Pro Forma Adjustments (Note 2)			Pro Forma Combined


	(dollars in millions)
ASSETS
Cash and cash equivalents	$	77.0		$	949.4		$	—		$	1,026.4
Fixed maturities, trading at fair value		1,793.0			61.8			—			1,854.8
Fixed maturities, available for sale at fair value		—			3,592.0			—			3,592.0
Equity investments, trading at fair value		205.4			—			—			205.4
Alternative investments, at fair value		159.7			753.7			—			913.4
Accrued investment income		27.7			52.9			—			80.6
Premiums receivable		108.0			554.8			(9.4	)(a)		653.4
Loss and loss adjustment expenses recoverable		2.8			846.6			—			849.4
Deferred acquisition costs		9.0			51.3			(51.3	)(b)		9.0
Deferred premiums ceded		2.2			192.9			(5.2	)(c)		189.9
Trades pending settlement		—			85.7			—			85.7
Prepaid expenses and other assets		3.5			110.8			(12.0	)(d)		102.3

Total assets	$	2,388.3		$	7,251.9		$	(77.9	)	$	9,562.3

LIABILITIES
Reserve for property and casualty losses and loss adjustment expenses	$	355.9		$	2,938.2		$	60.0	(e)	$	3,354.1
Life and annuity benefits		—			1,367.0			70.0	(f)		1,437.0
Deposit liabilities		—			219.2			—			219.2
Funds withheld from reinsurers		—			164.1			—			164.1
Unearned property and casualty premiums		85.5			574.1			(60.5	)(g)		599.1
Reinsurance premiums payable		0.6			160.7			(4.9	)(h)		156.4
Accounts payable and accrued liabilities		20.4			81.9			40.0	(i)		142.3
Bank loans		75.0			375.0			—			450.0
Senior notes		—			91.4			(24.6	)(j)		66.8

Total liabilities		537.4			5,971.6			80.0			6,589.0
SHAREHOLDERS’ EQUITY
Preferred shares		—			—			—			—
Common shares	$	0.6		$	55.8		$	(55.5	)(k)	$	0.9
Additional paid-in capital		1,089.0			763.4			140.1	(l)		1,992.5
Accumulated other comprehensive loss		(0.9	)		(45.4	)		45.4	(m)		(0.9	)
Retained earnings		762.2			506.5			(287.9	)(n)		980.8

Total shareholders’ equity		1,850.9			1,280.3			(157.9	)		2,973.3

Total liabilities and shareholders’ equity	$	2,388.3		$	7,251.9		$	(77.9	)	$	9,562.3

See Accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Information.

Unaudited Pro Forma Condensed Consolidated Income Statement


	For the Year Ended December 31, 2008
	Historical IPC			Historical Max			Pro Forma Adjustments (Note 2)			Pro Forma Combined
	(dollars in millions, except per-share data, and shares in thousands)
Revenues:
Net premiums earned	$	387.4		$	813.5		$	(0.5	)(o)	$	1,200.4
Net investment income		94.1			181.6			—			275.7
Net (losses) gains on equity investments		(114.0	)		—			—			(114.0	)
Net (losses) gains on alternative investments		(33.1	)		(233.0	)		—			(266.1	)
Net realized and unrealized losses on fixed maturities		(21.1	)		(18.8	)		—			(39.9	)
Other income		—			3.7			—			3.7

Total revenues		313.3			747.0			(0.5	)		1,059.8

Expenses:
Net property and casualty losses and loss expenses		155.6			393.7			(10.0	)(p)		539.3
Claims and policy benefits		—			301.5			(3.0	)(q)		298.5
Net acquisition costs		36.4			52.4			—			88.8
Interest expense		2.7			36.1			1.5	(r)		40.3
Net foreign exchange loss (gain)		1.9			9.9			(23.5	)(s)		(11.7	)
General and administrative expenses		26.3			127.5			(9.7	)(t)		144.1

Total expenses		222.9			921.1			(44.7	)		1,099.3

Income (loss) before income taxes and preferred share dividends		90.4			(174.1	)		44.2			(39.5	)
Income tax expense		—			1.2			—			1.2

Net income (loss)		90.4			(175.3	)		44.2			(40.7	)
Dividend on preferred shares		14.9			—			—			14.9

Net income (loss) available to common shareholders	$	75.5		$	(175.3	)	$	44.2		$	(55.6	)

Per common share information
Net income (loss) per common share:
Basic (Note 3)	$	1.45		$	(3.10	)				$	(0.63	)
Diluted (Note 3)		1.45			(3.10	)					(0.63	)
Weighted average number of common shares outstanding:
Basic (Note 3)		52,124			56,566						88,515
Diluted (Note 3)		52,124			56,566						88,515

See Accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Information.

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Information

Note 1—Basis of Pro Forma Presentation

On March 1, 2009, IPC entered into an agreement and plan of amalgamation with Max. The transaction will be treated as a purchase business combination by IPC of Max under accounting principles generally accepted in the United States of America. In this amalgamation, IPC will issue the equity interests. Each Max common share will be exchanged for 0.6429 IPC common shares (the exchange ratio).

The preliminary unaudited pro forma condensed consolidated balance sheet at December 31, 2008, reflects the amalgamation as if it occurred on December 31, 2008. The preliminary unaudited pro forma condensed consolidated income statement for the year ended December 31, 2008, reflects the amalgamation as if it occurred on January 1, 2008. The pro forma adjustments herein reflect an exchange ratio of 0.6429 IPC common shares for each of the 53,784,442 outstanding and unrestricted common shares of Max at December 31, 2008, along with 0.6429 IPC common shares for each Max restricted share and restricted stock unit in connection with the amalgamation (see Note 3).

The share price used in determining the preliminary estimated purchase price is based on an average of the closing prices of IPC common shares for the two trading days before through the two trading days after IPC and Max announced their amalgamation agreement on March 2, 2009. The preliminary estimated purchase price also includes the fair value of the Max stock options, and is calculated as follows:


Number of Max common shares outstanding, restricted shares and restricted stock units as of December 31, 2008 (in thousands)		56,253
Exchange ratio		0.6429

Total IPC common shares issued (in thousands)		36,165
IPC’s average share price for the two trading days before through the two trading days after March 2, 2009, the day IPC and Max announced their amalgamation agreement	$	24.6025

Estimated purchase price before adjustments for stock based compensation (in millions)	$	889.7
Estimated fair value of approximately 6.6 million Max stock options outstanding as of December 31, 2008 (in millions)		17.4
Unrecognized compensation on unvested stock options and restricted shares (in millions)		(3.3	)

Estimated purchase price (in millions)	$	903.8

The preliminary estimated purchase price has been allocated as follows based upon purchase accounting adjustments as of December 31, 2008 (in millions):


Net book value of net assets acquired prior to fair value adjustments (1)	$	1,280.3
Preliminary adjustments for fair value
Adjustment to deferred acquisition costs (2)		(51.3	)
Adjustment to goodwill and intangible assets (3)		(12.0	)
Adjustment to reserve for property and casualty losses and loss adjustment expenses (4)		(60.0	)
Adjustment to life and annuity benefits (4)		(70.0	)
Adjustment to unearned property and casualty premiums (5)		51.3
Adjustment to senior notes (6)		24.6

Fair value of net assets acquired	$	1,162.9
Purchase price		903.8

Negative goodwill (7)	$	(259.1	)

(1)	Represents historical net book value of Max.

(2)	Represents adjustment to reduce the deferred acquisition costs of Max to their estimated fair value at December 31, 2008.

(3)	Represents adjustment to reduce goodwill and intangible assets of Max to their estimated fair value at December 31, 2008.

(4)

The fair value of Max’s reserve for property and casualty losses and loss adjustment expenses, life and annuity benefits, and loss and loss adjustment expenses recoverable were estimated based on the present value of the underlying cash flows of the loss reserves and recoverables. In determining the fair value estimate, IPC’s management estimated a risk premium deemed to be reasonable and consistent with expectations in the marketplace given the nature and the related degree of uncertainty of such reserves. Such risk premium exceeded the discount IPC’s management would use to determine the present value of the underlying cash flows. In determining the fair value of Max’s reserve for property and casualty losses and loss adjustment expenses, and life and annuity benefits, there were no changes made in the ultimate amount of losses and loss adjustment expenses or benefit amounts as shown in Max’s financial statements and the related notes and other financial information contained in Max’s Annual Report on Form 10-K for the year ended December 31, 2008. The purchase accounting adjustments reflect the discount rates applied to the underlying cash flows and an estimated risk premium associated with such reserves and benefit amounts in order to determine their fair values. The fair value adjustments will be amortized into income each year, increasing the amount of net income each year during the amortization period, as shown in Note 2.

(5)	Represents the estimated fair value of the profit within Max’s unearned property and casualty premiums. In determining fair value, IPC’s management estimated the combined ratio associated with Max’s net unearned property and casualty premiums.

(6)	Represents adjustment to record Max’s senior notes to their estimated fair value at December 31, 2008.

(7)	Represents pro forma negative goodwill. This pro forma amount is recorded as a gain on bargain purchase upon closing of the amalgamation and accordingly is reflected as an increase in retained earnings in the December 31, 2008, pro forma balance sheet.

The preliminary unaudited pro forma condensed consolidated financial information presented herein is not necessarily indicative of the results of operations or the consolidated financial position that would have resulted had the amalgamation been completed at the dates indicated, nor is it necessarily indicative of the results of operations in future periods or the future financial position of the combined entity.

The preliminary unaudited pro forma condensed consolidated financial information has been prepared assuming that the amalgamation is accounted for under the purchase method of accounting (referred to as purchase accounting) with IPC as the acquiring entity. Accordingly, under purchase accounting, the assets, liabilities and commitments of Max are adjusted to their fair value. For purposes of these preliminary unaudited pro forma condensed consolidated financial information, consideration has also been given to the impact of conforming Max’s accounting policies to those of IPC. Additionally, certain amounts in the historical consolidated financial statements of IPC and Max have been reclassified to conform to the combined entity pro forma financial statement presentation. The preliminary unaudited pro forma condensed consolidated financial information does not give consideration to the impact of possible revenue enhancements, expense efficiencies, synergies or asset dispositions. Also, possible adjustments related to restructuring charges are yet to be determined and are not reflected in the preliminary unaudited pro forma condensed consolidated financial information. Charges or credits not expected to have a continuing impact and the related tax effects which result directly from the transaction and which will be included in income within 12 months succeeding the transaction were not considered in the preliminary unaudited pro forma condensed consolidated income statement, including an estimated gain of $259.1 million as a result of negative goodwill associated with the excess of fair market value of assets and liabilities over the estimated purchase price, but were included in the preliminary unaudited pro forma condensed consolidated balance sheet.

The preliminary unaudited pro forma adjustments represent management’s estimates based on information available at this time. Actual adjustments to the consolidated balance sheet and income statement will differ, perhaps materially, from those reflected in this preliminary unaudited pro forma condensed consolidated

financial information because the assets and liabilities of Max will be recorded at their respective fair values on the date the amalgamation is consummated, and the preliminary assumptions used to estimate these fair values may change between now and the completion of the amalgamation.

The preliminary unaudited pro forma adjustments included herein are subject to other updates as additional information becomes available and as additional analyses are performed. The final allocation of the purchase price will be determined after the amalgamation is consummated and after completion of a thorough analysis to determine the fair values of Max’s tangible and identifiable intangible assets and liabilities. Accordingly, the final purchase accounting adjustments, including conforming of Max’s accounting policies to those of IPC, could be materially different from the preliminary unaudited pro forma adjustments presented herein. Any increase or decrease in the fair value of Max’s assets, liabilities, commitments, contracts and other items as compared to the information shown herein will change the purchase price allocable to negative goodwill and may impact the consolidated income statement due to adjustments in yield and/or amortization or accretion related to the adjusted assets or liabilities.

Note 2—Pro Forma Adjustments

The pro forma adjustments related to the preliminary unaudited pro forma condensed consolidated balance sheet at December 31, 2008, assume the amalgamation took place on December 31, 2008. The pro forma adjustments to the preliminary unaudited pro forma condensed consolidated income statement for the year ended December 31, 2008, assumes the amalgamation took place on January 1, 2008.

The following pro forma adjustments result from the allocation of the purchase price for the acquisition based on the fair value of the assets, liabilities and commitments acquired from Max. The amounts and descriptions related to the preliminary adjustments are as follows:


	Increase (Decrease) as of December 31, 2008
	(dollars in millions)
Unaudited Pro Forma Condensed Consolidated Balance Sheet
Assets
a) To eliminate intercompany reinsurance balances between IPC and Max	$	(9.4	)
b) To reflect the adjustment of deferred acquisition costs to their estimated fair value		(51.3	)
c) To eliminate intercompany reinsurance balances between IPC and Max		(5.2	)
d) To reflect the adjustment of goodwill and intangible assets to their estimated fair value		(12.0	)

		(77.9	)

Liabilities
e) Adjustment to reflect the reserve for property and casualty losses and loss adjustment expenses at estimated fair value		60.0
f) Adjustment to reflect life and annuity benefits at estimated fair value		70.0
g) Unearned property and casualty premiums
i. Adjustment to reflect the estimated fair value of unearned property and casualty premiums		(51.3	)
ii. To eliminate intercompany reinsurance balances between IPC and Max		(9.2	)

		(60.5	)

h) To eliminate intercompany reinsurance balances between IPC and Max		(4.9	)
i) Adjustment to reflect the estimated liability for amalgamation-related transaction costs		40.0
j) Adjustment to reflect the senior notes at fair value		(24.6	)

		80.0


	Increase (Decrease) as of December 31, 2008
	(dollars in millions)
Shareholders’ Equity
k) Common shares
i. Adjustment to reflect the elimination common shares of Max	$	(55.8	)
ii. Adjustment to reflect the issuance of IPC common shares		0.3

		(55.5	)

l) Additional paid-in capital
i. Adjustment to reflect the elimination additional paid-in capital of Max		(763.4	)
ii. Adjustment to reflect the issuance of IPC common shares		906.8
iii. Unearned compensation on unvested Max stock options and restricted shares		(3.3	)

		140.1

m) Adjustment to reflect the elimination of the accumulated other comprehensive loss of Max		45.4
n) Retained earnings
i. Adjustment to reflect the elimination of retained earnings of Max		(506.5	)
ii. Adjustment to reflect the gain related to the negative goodwill		259.1
iii. Adjustment to record the estimated amalgamation-related transaction costs		(40.0	)
iv. To eliminate earnings on intercompany reinsurance transactions between IPC and Max		(0.5	)

		(287.9	)

	$	(157.9	)

Revenues
o) To eliminate intercompany reinsurance transactions between IPC and Max	$	(0.5	)

		(0.5	)

Unaudited Pro Forma Condensed Consolidated Income Statement
Losses and Expenses
p) Adjustment to accrete the fair value adjustment for reserve for property and casualty losses and loss adjustment expenses to net income		(10.0	)
q) Adjustment to accrete the fair value adjustment for life and annuity benefits to net income		(3.0	)
r) Adjustment to record additional amortization expense on senior notes resulting from the fair value adjustment		1.5
s) Adjustment to conform to IPC’s accounting policy with respect to functional currencies		(23.5	)
t) Adjustment to reflect the estimated reduction to compensation expense resulting from the accelerated vesting of stock-based awards		(9.7	)

		(44.7	)

Certain other assets and liabilities of Max will also be subject to adjustment to their respective fair values at the time of the amalgamation. Pending further analysis, no pro forma adjustments are included herein for these assets and liabilities.

Note 3—Net Income Per Share, Weighted Shares and Shares Outstanding

Pro forma shares outstanding at December 31, 2008, consist of the following:


	(in thousands)
Max common shares outstanding, restricted shares and restricted stock units	56,253
Exchange ratio	0.6429

Common shares issued by IPC at closing of the amalgamation	36,165
Unvested common shares issued by IPC at closing of the amalgamation	(199	)

	35,966
Historical IPC common shares outstanding	56,094

Pro forma IPC common shares outstanding	92,060

For December 31, 2008, the pro forma net income per common share data has been computed based on the combined historical income of IPC and Max and the impact of purchase accounting adjustments. Weighted average shares outstanding were calculated using IPC’s historical weighted average common shares outstanding and Max’s weighted average common shares outstanding multiplied by the exchange ratio.

Pro forma weighted average shares outstanding for the year ended December 31, 2008, consists of the following:


	Basic	Diluted (1)
	(in thousands)
Historical Max weighted average shares outstanding	56,566	56,566
Max restricted shares and restricted stock units that will vest at closing of the amalgamation	39	39

	56,605	56,605

Exchange ratio	0.6429	0.6429

Pro forma Max weighted average shares outstanding	36,391	36,391
Historical IPC weighted average shares outstanding	52,124	52,124

Pro forma IPC weighted average shares outstanding	88,515	88,515

(1)	Anti-dilution provisions apply to 2008. There is no effect of stock-based compensation and preference shares because they are anti-dilutive.

The pro forma adjustments reflect the effect of accelerated vesting of certain share-based compensation. See additional discussion in Note 4.

Note 4—Stock Based Compensation

Upon the closing of the amalgamation, all Max equity awards outstanding as of the effective time of the amalgamation will be converted into equivalent equity awards of IPC. Each outstanding vested and unvested option to acquire Max common shares will be automatically converted into an option to acquire a number of whole common shares of IPC equal to the product of the number of Max common shares that were subject to the original Max stock option multiplied by the exchange ratio, (rounded down to the nearest whole share) at a per share exercise price of the original Max stock option divided by the exchange ratio (rounded up to the nearest whole cent). All unvested Max stock options, restricted share awards and restricted stock units will be accelerated upon closing of the amalgamation, except for grants made after October 31, 2008, and those for which waivers to acceleration were elected. Each converted Max stock option will otherwise continue unaltered

and have substantially the same terms and conditions as were in effect immediately prior to the completion of the transactions, including, as applicable, vesting and term of exercise. The unvested number of shares in a restricted stock grant will be converted into a number of whole common shares of an IPC restricted share grant equal to the product of the number of unvested Max shares that were subject to the original Max restricted stock grant multiplied by the exchange ratio (rounded to the nearest whole share). No fractional shares will be issued and no cash payment for fractional shares will be made to holders of unvested restricted stock grants. No other change will be made to each unvested restricted stock grant, and the terms and conditions in effect immediately before the completion of the transactions, including vesting, will be unchanged.

COMPARATIVE PER-SHARE DATA

The historical earnings per share, dividends, and book value of IPC and Max shown in the table below are derived from their respective audited consolidated financial statements as of and for the year ended December 31, 2008. The unaudited pro forma comparative basic and diluted earnings per share data give effect to the amalgamation using the purchase method of accounting as if the amalgamation had been completed on January 1, 2008. The unaudited pro forma book value per share information was computed as if the amalgamation had been completed on December 31, 2008. You should read this information in conjunction with the historical financial information of IPC and of Max included or incorporated elsewhere in this joint proxy statement/prospectus, including IPC’s and Max’s financial statements and related notes. The unaudited pro forma per share information assumes that 56,252,985 Max common shares and restricted stock units are converted into shares of IPC common stock at the exchange ratio. The unaudited pro forma data is not necessarily indicative of actual results had the amalgamation occurred during the period indicated. The unaudited pro forma data is not necessarily indicative of future operations of the combined entity.


	Year Ended December 31, 2008
Basic earnings per common share
IPC historical	$	1.45
Max historical		(3.10	)
Pro forma combined		(0.63	)

Diluted earnings per common share
IPC historical (1)	$	1.45
Max historical (1)		(3.10	)
Pro forma combined (1)		(0.63	)

Cash dividends declared per common share
IPC historical	$	0.88
Max historical		0.36
Pro forma combined		0.73

Book value per common share (at period end)
IPC historical	$	33.00
Max historical		22.94
Pro forma combined		32.30

(1)	Anti-dilution provisions apply to 2008. There is no effect of stock-based compensation and preference shares because they are anti-dilutive.

MARKET PRICE AND DIVIDEND INFORMATION

IPC’s and Max’s common shares are quoted on Nasdaq under the ticker symbol “IPCR” and “MXGL,” respectively. The following table sets out the high and low prices for each company’s common shares for the periods indicated as reported by Nasdaq. These prices reflect inter-dealer prices, without retail mark-up, mark-down or commission, and do not necessarily represent actual transactions.


	IPC						Max
	High		Low		Dividend		High		Low		Dividend
Year ended December 31, 2009
First Quarter	$	30.36	$	20.52	$	0.22	$	19.50	$	13.00	$	0.09
Year ended December 31, 2008
First Quarter	$	29.10	$	24.67	$	0.22	$	30.61	$	25.72	$	0.09
Second Quarter	$	31.11	$	26.51	$	0.22	$	26.85	$	21.30	$	0.09
Third Quarter	$	33.75	$	26.29	$	0.22	$	31.00	$	20.70	$	0.09
Fourth Quarter	$	31.40	$	19.01	$	0.22	$	26.10	$	9.56	$	0.09
Year ended December 31, 2007
First Quarter	$	34.35	$	27.64	$	0.20	$	25.90	$	23.59	$	0.07
Second Quarter	$	32.67	$	28.41	$	0.20	$	29.24	$	25.14	$	0.07
Third Quarter	$	33.18	$	23.30	$	0.20	$	29.05	$	23.25	$	0.09
Fourth Quarter	$	30.45	$	26.67	$	0.20	$	30.14	$	25.49	$	0.09
Year ended December 31, 2006
First Quarter	$	28.70	$	25.71	$	0.16	$	26.74	$	21.35	$	0.05
Second Quarter	$	28.25	$	23.81	$	0.16	$	25.76	$	21.65	$	0.05
Third Quarter	$	30.63	$	24.50	$	0.16	$	24.37	$	21.23	$	0.07
Fourth Quarter	$	31.97	$	29.11	$	0.16	$	25.00	$	22.16	$	0.07

The following table sets out the trading information for IPC common shares and Max common shares on February 27, 2009, the last full trading day before the public announcement of the proposed amalgamation, and May 6, 2009, the last practicable trading day for which information was available before first mailing of this joint proxy statement/prospectus.


	IPC common shares close		Max common shares close		Equivalent Per-Share Price
February 27, 2009	$	25.41	$	16.50	$	16.34
May 6, 2009	$	25.98	$	16.31	$	16.70

Equivalent per-share amounts are calculated by multiplying IPC per-share amounts by the exchange ratio of 0.6429.

Max shareholders are encouraged to obtain current market quotations for Max common shares before making any decision with respect to the amalgamation. No assurance can be given concerning the market price for IPC common shares before or after the date on which the amalgamation will close. The market price for IPC common shares will fluctuate between the date of this joint proxy statement/prospectus and the date on which the amalgamation closes and thereafter.

RECENT DEVELOPMENTS

IPC – Unaudited First Quarter Earnings

On April 23, 2009, IPC announced first quarter net income of $8.3 million, or $0.15 per diluted common share, compared to $86.8 million, or $1.31 per diluted common share, for the first quarter of 2008. IPC’s first quarter earnings were impacted by, among other things, higher net losses and loss adjustment expenses, higher net loss on investments, and increased general administrative expenses, largely associated with IPC’s review of strategic alternatives designed to enhance shareholder value, which resulted in the amalgamation agreement with Max.

Litigation Related to the Amalgamation

On April 28, 2009, Validus commenced a lawsuit in the Supreme Court of Bermuda Commercial Court, which we refer to as the “Court” against IPC, IPC Limited and Max. The complaint alleges, among other things, that: (1) the $50 million termination fee is unlawful and unenforceable, (2) IPC’s board of directors breached its duty and acted otherwise than in accordance with the constitution of IPC by entering into the amalgamation agreement and (3) IPC’s board of directors continues to breach its duty by acting in accordance with the provisions in the amalgamation agreement providing for the termination fee and the restrictions on entering into discussions with third parties regarding acquisition proposals. Through the lawsuit, Validus is apparently seeking declaratory and injunctive relief to prevent IPC and IPC Limited from paying any portion of the $50 million termination fee to Max and from taking any steps to give effect to the non-solicitation provisions in the amalgamation agreement. Additionally, Validus has requested the Court require IPC pays the costs of the proceedings in the Court as well as other unspecified relief. While at this time, it is not possible to determine the ultimate resolution of, or estimate the liability related to Validus’s lawsuit, based on its review of the complaint each of IPC and Max believes that the allegations are without merit.

Validus’s Announcement of an Exchange Offer and Scheme of Arrangement

On April 30, 2009, Validus announced its intention to: (1) commence an exchange offer to IPC’s shareholders for all outstanding IPC shares on the same economic terms as the offer that had been presented to IPC’s board of directors a month earlier and (2) as an alternative to the exchange offer, petition the Supreme Court of Bermuda to approve a “Scheme of Arrangement” under Bermuda law whereby Validus would acquire all IPC common shares on the same terms as its exchange offer. In its announcement, Validus indicated that the Scheme of Arrangement would need to be approved by a majority in number representing at least 75% in value of IPC’s shareholders present at a court-ordered meeting to approve the Scheme of Arrangement offer followed by sanction for the Scheme of Arrangement from the Court. Validus’s announcement further stated that, if the Scheme of Arrangement is approved at the court-ordered meeting and sanctioned by the Court, IPC’s shareholders can then call a second meeting to require IPC to approve the Scheme of Arrangement, and that, if approved by a majority of votes cast at the second meeting, the Scheme of Arrangement would become effective. On April 30, 2009, IPC’s board of directors met to discuss Validus’s announcement. At that meeting, IPC’s board of directors unanimously reaffirmed its belief that the acquisition proposal made by Validus does not represent a superior proposal and IPC’s board of directors continues to recommend that IPC shareholders vote in favor of the amalgamation with Max.

FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus includes statements about future economic performance, finances, expectations, plans and prospects of both IPC and 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 that could cause actual results to differ materially from those suggested by such statements. For further information regarding cautionary statements and factors affecting

future results, please refer to the most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q filed subsequent to the most recent Annual Report and other documents filed by each of IPC or Max, as the case may be, with the Securities and Exchange Commission (“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 joint proxy statement/prospectus 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,” “projections” 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 joint proxy statement/prospectus 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 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 close. 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 joint proxy statement/prospectus.

RISK FACTORS

In addition to the other information included or incorporated by reference in this joint proxy statement/prospectus (including the matters addressed under Forward-Looking Statements above), you should carefully consider the following risk factors before deciding whether to vote (as an IPC shareholder, to approve the IPC bye-law amendments; to approve the authorized share capital increase; to approve the name change; to approve the share issuance; to elect the post-closing directors; to approve the director compensation plan; and to approve the appointment of KPMG; or if you are a Max shareholder, to approve the Max bye-law amendment and to adopt the amalgamation agreement and approve the amalgamation). Each of these proposals is described in this joint proxy statement/prospectus under Proposals to be Submitted to IPC Shareholders; Voting Requirements and Recommendations beginning on page 130 and Proposals to be Submitted to Max Shareholders; Voting Requirements and Recommendations beginning on page 151, respectively. In addition to the risk factors set forth below, you should read and consider other risk factors specific to each of the IPC and Max businesses that will also affect the combined entity after the amalgamation, described in Item 1A of each company’s annual report on Form 10-K for the year ended December 31, 2008, each of which is filed with the SEC and all of which are incorporated by reference into this joint proxy statement/prospectus. If any of the risks described below or in the reports incorporated by reference into this joint proxy statement/prospectus actually occurs, the respective businesses, financial results, financial conditions, operating results or share prices of IPC or Max or the combined entity could be materially adversely affected.

Risks Related to the Amalgamation

Failure to complete the amalgamation could negatively impact the share prices and the future business and financial results of IPC and Max.

The amalgamation agreement contains a number of conditions precedent that must be satisfied or waived prior to the closing of the amalgamation. In addition, the amalgamation agreement may be terminated by one or more of the parties under certain circumstances. In addition to customary termination provisions contained in agreements of this nature, IPC may terminate the amalgamation agreement if the total number of dissenting Max common shares for which appraisal rights have been exercised pursuant to Bermuda law exceeds 15% of the issued and outstanding Max common shares on the business day immediately following the last day on which Max shareholders can require appraisal for their common shares. See The Amalgamation Agreement—Termination of the Amalgamation Agreement below. Additionally, each of IPC or Max may terminate the amalgamation agreement if the other party’s good-faith estimate of such party’s book value as of the day prior to the requesting party’s shareholder meeting indicates that since December 31, 2008, either (1) the other party’s book value has declined by more than 50%, or (2) the other party’s book value has declined by more than 20 percentage points greater than the decline in the terminating party’s book value during the same period (with any increase in a party’s book value since December 31, 2008, deemed to be no change for purposes of measuring the 20 percentage point differential). See The Amalgamation Agreement—Termination of the Amalgamation Agreement on page 98 for a complete description of the circumstances under which the amalgamation agreement can be terminated.

If the amalgamation is not completed, the ongoing business of Max and IPC may be adversely affected as follows:

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the manner in which brokers, insurers, cedants and other third parties perceive IPC and Max may be negatively impacted, which in turn could affect the ability of IPC or Max to compete for or to win new business or obtain renewals in the marketplace;

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current and prospective employees of the two companies may experience uncertainty about their future roles with the companies, which may adversely affect the ability of IPC and Max to attract and retain key personnel;

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the attention of management of IPC and Max will have been diverted to the amalgamation instead of being directed solely to each company’s own operations and pursuit of other opportunities that could have been beneficial to such company;

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either IPC or Max may have to pay certain costs relating to the amalgamation, including certain legal, accounting and financial advisory fees; and

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either IPC or Max may be required, in certain circumstances, to pay a termination fee of $50 million to the other party.

Validus’s offer and subsequent actions may negatively impact our ability to consummate the amalgamation and may cause disruption to the ongoing business of IPC and Max.

On March 31, 2009, the board of directors of IPC received an unsolicited acquisition proposal from Validus Holdings, Ltd. On April 7, 2009, after consulting with IPC management and its outside legal and financial advisors and upon consideration of a variety of factors, the board of directors of IPC unanimously determined that Validus’s offer did not constitute a superior proposal, as defined in the amalgamation agreement. See The Amalgamation—Reasons Why IPC’s Board of Directors Recommends Approval of the Amalgamation below. While the board of directors of IPC unanimously reaffirmed its recommendation that IPC shareholders approve the amalgamation, Validus’s offer may still pose potential risks to the closing of the amalgamation. On April 8, 2009, Validus announced that it intended to file proxy solicitation materials opposing the amalgamation and that it was commencing litigation to reduce the $50 million termination fee payable in certain circumstances under the amalgamation agreement. On April 9, 2009, Validus filed a preliminary proxy statement with the SEC for the solicitation of proxies in opposition to the amalgamation. On April 28, 2009, Validus commenced a lawsuit in the Supreme Court of Bermuda against IPC, IPC Limited and Max. The complaint alleges, among other things, that: (1) the $50 million termination fee is unlawful and unenforceable, (2) the IPC board of directors breached its duty and acted otherwise than in accordance with the constitution of IPC by entering into the amalgamation agreement and (3) IPC’s board of directors continues to breach its duty by acting in accordance with the provisions in the amalgamation agreement providing for the termination fee and the restrictions on entering into discussions with third parties regarding acquisition proposals. Through the lawsuit, Validus is apparently seeking declaratory and injunctive relief to prevent IPC and IPC Limited from paying any portion of the $50 million termination fee to Max and from taking any steps to give effect to the non-solicitation provisions in the amalgamation agreement. See The Amalgamation Agreement—Termination of the Amalgamation Agreement—Effect of Terminations; Remedies and The Amalgamation Agreement—Restrictions on Solicitation of Acquisition Proposals by IPC and Max below. For further discussion of Validus’s lawsuit please see Recent Developments—Litigation Related to the Amalgamation. Both IPC and Max intend to vigorously defend the terms of the amalgamation agreement and their respective boards’ recommendations of the amalgamation. Although both IPC and Max believe that the lawsuit is without merit, it is not possible at this time to determine the ultimate resolution of, or estimate the liability related to Validus’s lawsuit. In addition, on April 30, 2009, Validus announced its intention to: (1) commence an exchange offer to IPC’s shareholders for all outstanding IPC shares on the same economic terms as the offer that had been presented to IPC’s board of directors a month earlier and (2) as an alternative to the exchange offer, petition the Supreme Court of Bermuda to approve a “Scheme of Arrangement” under Bermuda law whereby Validus would acquire all IPC common shares on the same terms as its exchange offer. In its announcement, Validus indicated that the Scheme of Arrangement would need to be approved by a majority in number representing at least 75% in value of IPC’s shareholders present at a court-ordered meeting to approve the Scheme of Arrangement followed by sanction for the Scheme of Arrangement from the Court. Validus’s announcement further stated that, if the Scheme of Arrangement is approved at the court-ordered meeting and sanctioned by the Court, IPC’s shareholders can then call a second meeting to require IPC to approve the Scheme of Arrangement, and that, if approved by a majority of votes cast at the second meeting, the Scheme of Arrangement would become effective. It is unclear what additional actions Validus may take to further its proposal or attempt to prevent the amalgamation of IPC and Max from occurring. However, any legal action or other proceedings in which IPC, Max or their respective boards of directors would have to defend themselves may be expensive, time-consuming and disruptive to the ongoing business of each company. Even if ultimately unsuccessful, actions taken by Validus could negatively impact the expected timing of the closing of the amalgamation, which is expected to occur in the second quarter of 2009. In addition, there is a risk that shareholders of IPC may vote against proposals relating to the amalgamation as a result of Validus’s offer and that, consequently, the required IPC vote

may not be obtained. See—Failure to complete the amalgamation could negatively impact the share prices and the future business and financial results of IPC and Max above. In that case, it is possible that IPC may decide not to enter into a transaction with Validus or any other party. Validus’s offer explicitly stated that Validus may withdraw its offer if by April 15, 2009, IPC’s board of directors had not (1) determined that Validus’s offer is a superior proposal, as defined in the amalgamation agreement with Max, (2) withdrawn its recommendation in favor of the amalgamation with Max and (3) recommended Validus’s offer to IPC’s shareholders. Because IPC’s board of directors did not take those actions by April 15, 2009 (and has not subsequently taken those actions), Validus may withdraw or modify its offer at any time. Validus’s offer is not contractually binding on Validus unless accepted by IPC prior to withdrawal by Validus. Accordingly, if the amalgamation with Max does not occur, it is possible that Validus could decline to enter into a transaction with IPC on the terms set forth in Validus’s offer, or at all. It is also possible that a combination between IPC and any other party, including Validus, could not be negotiated and completed before September. In that case, IPC would be entering the hurricane season with continued uncertainty with respect to its strategic direction, which may impair IPC’s ability to access capital markets at a time when IPC may be most in need of capital.

IPC and Max may waive one or more of the conditions to the amalgamation without resoliciting or seeking additional shareholder approval for the amalgamation.

Each of the conditions to IPC’s and Max’s obligations to complete the amalgamation may be waived, in whole or in part, to the extent permitted by applicable law, by the other party. The boards of directors of IPC and Max may evaluate the materiality of any such waiver to determine whether amendment of this joint proxy statement/prospectus and resolicitation of proxies is necessary, or if shareholder approval has been received, whether further shareholder approval is necessary. IPC and Max do not presently expect any such waiver to be sufficiently significant as to require resolicitation or additional approval of shareholders. In the event that any such waiver is not determined to be significant enough to require resolicitation or additional approval of shareholders, the companies may complete the amalgamation without seeking further shareholder approval.

Once a party’s shareholder meeting has taken place and the shareholders have approved the proposals relating to the amalgamation, the party may be required to close the amalgamation even if an event which causes a significant decline in the other party’s book value has occurred or even if the party has received a superior acquisition proposal from a third party.

On the first business day after a party’s shareholder meeting, it may request that the parties exchange estimates of their book values as of the business day prior to the shareholder meeting. Each of IPC or Max may terminate the amalgamation agreement if the other party’s good-faith estimate of such party’s book value as of the day prior to the requesting party’s shareholder meeting indicates that since December 31, 2008, either (1) the other party’s book value has declined by more than 50%, or (2) the other party’s book value has declined by more than 20 percentage points greater than the decline in the terminating party’s book value during the same period (with any increase in a party’s book value since December 31, 2008, deemed to be no change for purposes of measuring the 20 percentage point differential). See The Amalgamation Agreement—Book Value Calculations below. However, it may not terminate the amalgamation agreement on account of events occurring after the business day prior to the shareholder meeting that would result in declines in the other party’s book value. As a result, once a party’s shareholder meeting has occurred it may be required to close the amalgamation even if an event has subsequently occurred which causes a significant decline in the other party’s book value.

In addition, the ability of each company’s board of directors to change its recommendation as to the amalgamation in response to a superior acquisition proposal from a third party will cease upon shareholder approval of the proposals relating to the amalgamation. As a result, if all the other conditions to closing are satisfied, once a party’s shareholders have approved the proposals relating to the amalgamation, the party may be required to close the amalgamation even if a superior acquisition proposal is subsequently received from a third party.

IPC and Max may experience difficulties integrating their businesses, which could cause the combined entity to fail to realize the anticipated cost savings and other benefits of the amalgamation.

IPC and Max entered into the amalgamation agreement because each company believes that the amalgamation will be beneficial to each of IPC, Max and their respective shareholders. Achieving the anticipated benefits of the amalgamation will depend in part upon whether the two companies integrate their businesses in an efficient and effective manner. The companies may not be able to accomplish this integration process smoothly or successfully. The integration of certain operations following the amalgamation will take time and will require the dedication of significant management resources, which may temporarily distract management’s attention from the routine business of the combined entity. Any delay or inability of management to successfully integrate the operations of the two companies could compromise the combined entity’s potential to achieve the long-term strategic benefits of the amalgamation and could have a material adverse effect on the business, financial condition, operating results and market value of the combined entity’s common shares after the amalgamation.

The success of the combined entity after the amalgamation will depend in part upon the ability of IPC and Max to retain key employees of both companies. Competition for qualified personnel can be intense. In addition, key employees may depart because of issues relating to the uncertainty or difficulty of integration or a desire not to remain with the combined entity. Accordingly, no assurance can be given that IPC and Max will be able to retain key employees.

IPC and Max must obtain various governmental, regulatory and other consents to complete the amalgamation, which, if delayed, not granted, or granted with unacceptable conditions, may jeopardize or delay the completion of the amalgamation, result in additional expenditures or resources and/or reduce the anticipated benefits of the amalgamation.

The parties must obtain certain approvals and consents in a timely manner from governmental agencies, including in the U.S., Ireland, Singapore and the United Kingdom prior to the completion of the amalgamation. If the parties do not receive these approvals, or do not receive them on terms that satisfy the conditions set forth in the amalgamation agreement, then the parties will not be obligated to complete the amalgamation. The governmental agencies from which the parties will seek these approvals have broad discretion in administering the governing regulations. As a condition to the approval of the amalgamation, these agencies may impose terms, conditions, obligations or restrictions that could negatively affect the way the combined entity conducts business following the amalgamation. The terms, conditions, obligations or restrictions of such approvals could jeopardize or delay the completion of the amalgamation. If IPC or Max agrees to any material term, condition, obligation or restriction in order to obtain any approval required to complete the amalgamation, these terms, conditions, obligations or restrictions could adversely affect the ability to integrate Max’s operations into IPC’s operations or could reduce the anticipated benefits of the amalgamation. This could result in a material adverse effect on the parties’ respective businesses, financial condition and operating results following the amalgamation, as well as the market value of the combined entity’s common shares after the amalgamation.

Certain directors and executive officers of IPC and Max have interests in the amalgamation that are different from, or in addition to, the interests of IPC and Max shareholders generally.

In considering the recommendations of the IPC board of directors and the Max board of directors with respect to the amalgamation, shareholders should be aware that, as discussed below under The Amalgamation—Interests of IPC Directors and Executive Officers in the Amalgamation and The Amalgamation—Interests of Max Directors and Executive Officers in the Amalgamation, certain of IPC’s and Max’s directors and executive officers have financial interests in the amalgamation that are different from, or in addition to, the interests of shareholders generally.

Failure to obtain effective consents of Max’s or IPC’s creditors and/or reinsurance counterparties to the amalgamation could materially adversely affect the amalgamation or the business of the combined entity.

IPC has entered into an amendment to its $500 million credit facility with Wachovia Bank, N.A. and various other lenders with respect to the amalgamation, which is subject to certain conditions to its effectiveness. Max has entered into an amendment to its $600 million credit facility with Bank of America, N.A. and various other lenders with respect to the amalgamation, which is subject to certain conditions to its effectiveness. In each case, the conditions to effectiveness include, among others, that there be no material adverse effect since December 31, 2008, on the business of the companies, taken as a whole, and that the lenders thereunder have received satisfactory confirmation from A.M. Best Company (“A.M. Best”) that the current financial strength rating of Max Bermuda and IPCRe, either individually or on a group basis, is “A-minus” (stable) or better. In addition, the amalgamation constitutes a “change of control” under the $20 million letter of credit reimbursement agreement with ING Bank N.V., the $75 million credit agreement with the Bank of Nova Scotia and the £90 million credit facility agreement with ING Bank, N.V. of Max and its subsidiaries. If IPC and Max are unable to obtain the consent of the lenders under the credit facilities to the amalgamation, the combined entity may be required to pay down the outstanding obligations. If the conditions to the effectiveness of the lenders’ consents are not met, or the combined entity is required to pay down any obligations, the combined entity may be forced to find alternative sources of liquidity, which may not be available, or if available, may be on unfavorable terms. With regards to both companies’ reinsurance arrangements, many of IPC’s and Max’s in-force reinsurance contracts contain change of control provisions. In addition, many of these reinsurance contracts are annually renewable and whether or not they may be terminated in a change of control, reinsurance cedants may choose not to renew these contracts with the combined entity. Termination and failure to renew reinsurance agreements by contractual counterparties could result in a material adverse effect on the combined entity’s business, financial condition and operating results, as well as on the market value of the combined entity’s common shares.

The value of the common shares of IPC that the Max shareholders receive in the amalgamation will vary as a result of the fixed exchange ratio and possible fluctuations in the price of IPC’s common shares.

At the effective time, each Max common share issued and outstanding immediately prior to the effective time (other than dissenting shares) will be converted into the right to receive IPC common shares equal to the exchange ratio and cash in lieu of fractional shares. Because the exchange ratio is fixed at 0.6429 of an IPC common share for each common share of Max, the market value of the IPC’s common shares issued in the amalgamation will depend upon the market price of an IPC common share at the effective time. The price of IPC’s common shares on the close of business on the business day before the amalgamation agreement (February 27, 2009) was $25.41, and the price of IPC’s common shares on May 6, 2009, the most recent practical date before filing this joint proxy statement/prospectus, is $25.98. If the price of IPC common shares declines, Max shareholders could receive less value for their shares upon the closing of the amalgamation than the value calculated pursuant to the exchange ratio on the business day before the date the amalgamation agreement was signed, or on the date of the Max shareholders meeting. Share price changes may result from a variety of factors that are beyond the companies’ control, including general market conditions, changes in business prospects, catastrophic events, both natural and man-made, and regulatory considerations. Accordingly, shareholders cannot be sure of the market value of the IPC common shares that will be issued in the amalgamation or the market value of the IPC common shares at any time after the amalgamation.

The amalgamation agreement contains provisions that restrict each of IPC and Max from pursuing alternative transactions or engaging in discussions with third parties as to alternative transactions.

The amalgamation agreement contains detailed provisions that restrict both IPC and Max and their respective subsidiaries and advisors’ ability to initiate, solicit, encourage (including by providing information) or facilitate proposals regarding any amalgamation or similar transaction with another party or participate or otherwise engage in any discussions or negotiations relating to such an alternative transaction. Although each of the IPC and Max board of directors is permitted to change its recommendation in response to a bona fide unsolicited superior proposal, such a change in its recommendation gives the other party the right to terminate the

amalgamation agreement and receive a termination fee of $50 million. In addition, a $50 million termination fee would also be payable by the non-terminating party if (1) the amalgamation agreement is terminated for failure to complete the amalgamation on or before November 30, 2009, and within 12 months of the termination date, the non-terminating party enters into or consummates an acquisition transaction with the person (or affiliate) that made an acquisition proposal that was publicly announced or otherwise communicated to the officers or directors of the non-terminating party prior to November 30, 2009, (2) the amalgamation agreement is terminated on the basis of certain specified breaches (as provided therein) and within 12 months, the non-terminating party enters into or consummates an acquisition transaction with the person (or affiliate) that made an acquisition proposal that was publicly announced or otherwise communicated to the officers or directors of the non-terminating party prior to the non-terminating party’s shareholder meeting or (3) the amalgamation agreement is terminated for failure of a party to obtain its required vote and within 12 months of the termination date, such party or any of its subsidiaries enters into or consummates an acquisition transaction with the person (or affiliate) that made an acquisition proposal that was publicly announced or otherwise communicated to such party’s officers or directors prior to the date of its shareholder meeting. For more information please see the following sections: The Amalgamation Agreement—Restrictions on Change in Recommendation by the Boards of Directors of IPC or Max and—Restrictions on Solicitation of Acquisition Proposals by IPC and Max on page 94 and The Amalgamation Agreement—Termination of Amalgamation Agreement—Effects of Termination; Remedies on page 99.

These provisions could discourage third parties from considering or proposing alternative transactions, even if they would constitute superior proposals, or might result in any such superior proposal being less favorable to IPC or Max, as the case may be, than if the third party had been provided with such information or because of the added expense of the termination fee.

Potential payments made to dissenting Max shareholders in respect of their rights to appraisal of their shares could exceed the amount of consideration otherwise due to them under the terms of the amalgamation agreement and would allow IPC to terminate the amalgamation agreement if more than 15% of Max shareholders exercise such rights.

Any Max shareholder may apply, within one month after the date of giving of notice convening the Max special meeting, for an appraisal of the fair value of its Max common shares. See The Amalgamation— Dissenters’ Rights of Appraisal for Max Shareholders below. Unless IPC has terminated the amalgamation agreement because the number of dissenting shares is greater than 15% of the issued and outstanding Max common shares (see The Amalgamation Agreement—Termination of the Amalgamation Agreement on page 98), then depending upon whether the appraisal proceedings brought by a dissenting Max shareholder are concluded before or after the amalgamation has been made effective, either IPC or the combined entity may be required to pay the fair value appraised by the court to such dissenting shareholder. Any such payments may have a material adverse effect on IPC’s or the combined entity’s business, financial condition and operating results, as well as the market price of IPC’s or the combined entity’s shares.

The financial analyses and forecasts considered by IPC and Max and their respective financial advisors may not be realized, which may adversely affect the market price of the combined entity’s common shares following the amalgamation.

In performing their financial analyses and rendering their opinions regarding the fairness from a financial perspective of the consideration in the amalgamation, each of the respective financial advisors to IPC and Max independently reviewed and relied on, among other things, internal stand-alone (in the case of IPC) and pro forma (for both IPC and Max) financial analyses and forecasts as separately provided to each respective financial advisor by IPC or Max. See The Amalgamation—Projected Financial Information. These analyses and forecasts were prepared by, or as directed by, the managements of IPC and Max and were also considered by IPC and Max’s boards of directors. None of these analyses or forecasts was prepared with a view towards public disclosure or compliance with the published guidelines of the SEC or the American Institute of Certified Public

Accountants regarding projections and forecasts. These projections are inherently based on various estimates and assumptions that are subject to the judgment of those preparing them. These projections are also subject to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of IPC and Max. Accordingly, there can be no assurance that IPC’s or Max’s financial condition or results of operations will not be significantly worse than those set forth in such analyses and forecasts. Significantly worse financial results could have a material adverse effect on the market price of the combined entity’s common shares following the amalgamation.

Risks Related to the Combined Entity Following the Amalgamation

The price of IPC common shares after the amalgamation may be affected by factors different from those affecting the price of common shares of IPC or common shares of Max before the amalgamation.

Following the completion of the amalgamation, holders of IPC common shares prior to the amalgamation will own shares in the combined entity that includes the operations of Max, and the former shareholders of Max will own shares in the combined entity that includes the operations of IPC. As the businesses of IPC and Max are different, the results of operations as well as the price of IPC common shares following the amalgamation may be affected by factors different from those factors affecting IPC or Max as independent stand-alone entities. For a discussion of IPC’s and Max’s businesses and certain risk factors to consider in connection with their respective businesses, see the respective sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in each of IPC’s and Max’s annual reports on Form 10-K for the year ended December 31, 2008, and other documents incorporated by reference into this joint proxy statement/prospectus.

The amalgamation may result in a ratings downgrade of the combined entity or its insurance subsidiaries (including the newly acquired Max insurance and reinsurance operating companies) which may result in a material adverse effect on the combined entity’s business, financial condition and operating results, as well as the market price of its common shares.

Ratings with respect to claims paying ability and financial strength are important factors in maintaining customer confidence in the combined entity and its ability to market insurance products and compete with other insurance and reinsurance companies. Rating organizations regularly analyze the financial performance and condition of insurers and reinsurers. On March 2, 2009, Moody’s Investor Service affirmed Max’s “A3” financial strength rating citing a now-enhanced business profile for Max in the property-catastrophe arena from the IPC deal, a capital base now commensurate with Bermuda peers, lower consolidated debt as percentage of capital, and better overall asset quality relative to total capital. Separately, Standard & Poor’s Ratings Services affirmed IPCRe’s “A-minus” rating with a stable outlook on March 3, 2009, noting decreased earnings and capital volatility of the consolidated entity among factors driving the ratings statement. A.M. Best placed its “A” financial strength rating for IPCRe under review with negative implications March 3, 2009, while keeping its “A-minus” on Max’s operations unchanged. Explaining the “under review” status of IPCRe, A.M. Best said the IPC-Max combination will be largely influenced by Max from a multitude of perspectives—including premium volume, liabilities, operating platforms and information technology systems. Following the amalgamation, any ratings downgrades, or the potential for ratings downgrades, of the combined entity or its subsidiaries (including the newly acquired Max insurance and reinsurance operating companies) could adversely affect the combined entity’s ability to market and distribute products and services and successfully compete in the marketplace, which could have a material adverse effect on its business, financial condition and operating results, as well as the market price for IPC common shares.

The occurrence of severe catastrophic events may cause the combined entity’s financial results to be volatile and may affect the financial results of the combined entity differently than such an event would have affected the financial results of either IPC or Max on a stand-alone basis.

Because the combined entity will, among other things, underwrite property catastrophe reinsurance and have large aggregate exposures to natural and man-made disasters, management expects that the combined entity’s

loss experience generally will include infrequent events of great severity. Consequently, the occurrence of losses from catastrophic events is likely to cause substantial volatility in the combined entity’s financial results. In addition, because catastrophes are an inherent risk of the combined entity’s business, a major event or series of events can be expected to occur from time to time and to have a material adverse effect on the combined entity’s financial condition and results of operations, possibly to the extent of eliminating the combined entity’s shareholders’ equity. Increases in the values and concentrations of insured property and the effects of inflation have resulted in increased severity of industry losses in recent years, and those factors are expected to increase the severity of catastrophe losses in the future. Upon closing of the amalgamation, the combined entity’s exposure to natural and man-made disasters will be different than the exposure of either IPC or Max prior to the amalgamation. Accordingly, the amalgamation may exacerbate the exposure described above.

A limited number of reinsurance and insurance brokers and broker transactions account for a large portion of the combined entity’s revenues, and a loss of all or a substantial portion of this brokered business could have a significant and negative effect on the combined entity’s business and results of operations.

A substantial portion of the combined entity’s reinsurance and insurance business is placed through brokered transactions, which involve a limited number of reinsurance and insurance brokers. Loss of all or a substantial portion of the brokered business provided through one or more of these brokers could have a significant and negative effect on the combined entity’s business and results of operations. Upon closing of the amalgamation, the extent of the combined entity’s dependence on a limited number of reinsurance and insurance brokers will be different than the dependence of either IPC or Max prior to the amalgamation. Accordingly, the amalgamation may exacerbate the risk described above.

THE AMALGAMATION

General Description

On March 1, 2009, IPC, IPC Limited and Max entered into an Agreement and Plan of Amalgamation, which, as amended and together with the Amalgamation Agreement, to be dated as of the closing date, among IPC, IPC Limited and Max, we refer to as the “amalgamation agreement.” IPC’s board of directors unanimously adopted the amalgamation agreement on that date and deemed it fair, advisable and in the best interests of IPC to enter into the amalgamation agreement and to consummate the other transactions contemplated thereby. Max’s board of directors unanimously adopted the amalgamation agreement on that date and authorized and approved the amalgamation of Max with IPC Limited upon the terms and subject to the conditions set forth in the amalgamation agreement and deemed it fair to, advisable to and in the best interests of Max and its shareholders to enter into the amalgamation agreement and to consummate the amalgamation and the other transactions contemplated thereby.

Subject to shareholder approval as described in this joint proxy statement/prospectus and the satisfaction or waiver of the other conditions specified in the amalgamation agreement, on the closing date of the amalgamation, which we refer to as the “closing date” or “closing,” Max will amalgamate with IPC Limited, and immediately thereafter IPC will change its name to “Max Capital Group Ltd.” Pursuant to the amalgamation agreement, after the effective time, Max shareholders (including the shareholders that do not vote in favor of the amalgamation) will have the right to receive 0.6429 common shares of IPC and cash in lieu of fractional shares in exchange for each Max common share they hold, unless they exercise appraisal rights pursuant to Bermuda law.

Further details relating to the structure of the amalgamation and the amalgamation consideration are described in The Amalgamation Agreement—Structure of the Amalgamation and The Amalgamation Agreement —Amalgamation Consideration below.

Background of the Amalgamation

Since its inception in 1993, IPC has successfully operated as a monoline company focused on property catastrophe reinsurance. IPC has periodically reviewed ways to enhance its performance and prospects in light of conditions in the reinsurance and insurance markets, economic conditions, regulatory developments and competitive and other factors. Following the losses from the 2005 Atlantic hurricanes, the rating agencies increased the capital requirements for monoline property catastrophe reinsurers. By October 2007, it was evident to IPC’s management and IPC’s board of directors that if IPC continued to follow the monoline property catastrophe model IPC had previously pursued, it might be more challenging to optimize shareholder value in the future as compared to following a more diversified business model. IPC’s board of directors, with input from IPC’s management, decided that strategic options should be developed and evaluated. To drive this process forward, on October 23, 2007 IPC’s board of directors established IPC’s business development committee to assist IPC’s management in developing such options for review by IPC’s board of directors.

Max, which was formed in December 1999, successfully operates as a diversified global provider of specialty insurance and reinsurance products. Max regularly evaluates its competitive positioning in the market as it has expanded its business over time, establishing a U.S. specialty insurance platform in 2007 and entering the Lloyd’s market through the acquisition of Imagine Group (UK) Limited in 2008. As Max’s insurance and reinsurance operations continue to expand, Max has recognized the benefits of increased size and scale to support a global insurance and reinsurance business, including increased capital to support continued expansion of underwriting operations. As part of its evaluation of its competitive positioning in the market, Max regularly evaluates the benefits and risks of selected business combinations, assessing the strategic and financial implications of such transactions. Additionally, from time to time, Max has received unsolicited and preliminary inquiries from other insurance and reinsurance companies or industry investors that have sought to explore Max’s possible interest in various transactions.

In the fourth quarter of 2007, Max received an inquiry from a reinsurance company (“Party Y”) regarding a possible business combination with Max. Max entered into a confidentiality agreement with Party Y and had discussions with Party Y through the first quarter of 2008. The discussions with Party Y did not progress and ultimately ceased during the second quarter of 2008. Another inquiry was received by Max during the early part of the fourth quarter of 2008 from another reinsurance company (“Party Z”), for the potential acquisition by Max of Party Z. On or around November 26, 2008, Max and Party Z entered into a confidentiality agreement and Max’s management held meetings with the management of Party Z during the fourth quarter of 2008, but such discussions did not result in any agreements with Party Z.

In the first quarter of 2008, IPC engaged JPMorgan to assist IPC with a strategic review process. As part of that strategic review process, IPC’s board of directors and IPC’s management confirmed their preliminary conclusion that it would be in IPC’s interest to diversify beyond its monoline property catastrophe business model. IPC’s board of directors and IPC’s management determined to consider achieving these objectives by investigating the opportunities to do so through internal growth or a business combination with a company with diversified business lines and platforms with a market capitalization of a similar size to IPC’s market capitalization.

In March of 2008, IPC’s business development committee asked IPC’s management to develop two business plans in order to assist IPC’s directors in their strategic review: a “monoline” plan that assumed IPC would continue as a monoline property catastrophe reinsurer, and an “organic growth” plan, consisting of an organic diversification of business lines and platforms over time leveraging existing resources of the company. During the summer of 2008, IPC’s management, after discussion with IPC’s board of directors, also began consideration of a “run-off” scenario which assumed that IPC would cease to write new business and return capital to its shareholders over time as reserves were paid out.

From July through early November 2008, IPC’s business development committee began considering early versions of the organic growth case developed by IPC’s management for diversifying IPC’s business lines. In addition, IPC, with JPMorgan’s assistance, started to identify and evaluate potential counterparties, including Validus, that were of a similar size to IPC, and with whom a combination potentially could diversify IPC’s business lines and platforms for the purpose of reducing the volatility inherent in focusing on catastrophe reinsurance and spreading IPC’s risk base across less correlated risks. IPC’s business development committee, with assistance from JPMorgan, designed a process to narrow the field of potential counterparties to a select list and to meet with, exchange information with and select potential counterparties to continue in IPC’s strategic process. In early October, after discussions among IPC management, IPC’s board of directors and JPMorgan, IPC’s board of directors authorized JPMorgan to contact a select list of third parties from among the potential counterparties and peer companies that IPC initially considered. The parties on the select list were those that IPC determined were most likely to satisfy IPC’s strategic objectives, and it excluded parties that IPC believed were not appropriate potential counterparties for a business combination. For example, although IPC had previously identified Validus as a potential counterparty because of its similar size to IPC, after careful consideration IPC did not include Validus in its select list of potential counterparties for JPMorgan to contact because IPC determined that a business combination with Validus was not likely to satisfy IPC’s strategic objectives. Specifically, IPC’s business development committee determined, based on publicly available information and after consultation with IPC management and JPMorgan, that a business combination with Validus would not be likely to achieve IPC’s strategic objectives due to Validus’s catastrophe exposure, the level of its goodwill and intangible assets and, given its formation in 2005 and acquisition of substantial assets in 2007, Validus’s relative lack of seasoning as compared to other alternatives. With respect to lack of seasoning, IPC noted that, in Validus’s Annual Report on Form 10-K for the year ended December 31, 2007, Validus described itself as a “recently formed company” and stated that it has “a limited operating and financial history” available to help evaluate “[its] past performance” and noted that, as a result of these risks, Validus “may not be successful in the continued implementation of [its] business strategy.”

Subsequently, JPMorgan and IPC management received an unsolicited oral indication of interest from a party (“Party H”) that IPC’s board of directors and management had previously decided not to consider inviting

into IPC’s strategic process after determining that a transaction with Party H would not meet IPC’s strategic goal. IPC management also received an informal indication of interest from a party (“Party I”), discussions with whom IPC determined not to be in the best interest of IPC to pursue further.

During the last half of October 2008 and first half of November, IPC entered into confidentiality and standstill agreements with eight of these potential counterparties: Party A, Party B, Party C, Party D, Party E, Party F, Party G and Max.

The initial contact between IPC and Max was made on October 14, 2008. Representatives from JPMorgan placed a call to Max’s chief executive officer, W. Marston Becker, and informed him that they had been engaged to assist with a strategic review of IPC and that Max had been identified as a potential counterparty for a business combination transaction. Mr. Becker provided an informal update to Max’s board of directors regarding the inquiry from IPC.

On October 26, 2008, Max and IPC entered into the confidentiality and standstill agreement mentioned above in order for the parties to continue discussions and exchange information. At that time, Max’s management asked Merrill Lynch to assist in conducting a preliminary analysis of a potential business combination with IPC.

On October 27, 2008, JPMorgan and Merrill Lynch had a conference call to discuss the next steps in the process of a potential transaction between IPC and Max.

On October 31, 2008, Max’s board of directors met and were apprised by Max’s management of the status of discussions regarding a potential business combination with IPC.

During this time, JPMorgan also had preliminary discussions with each of Party A, Party B, Party C, Party D, Party E and Party G to assess their interest in a combination with IPC and their fit with the strategic goals of IPC’s board of directors. In the course of these discussions, Party A indicated that it was not interested in engaging in discussions regarding any transaction until after January 1, 2009 when the period in which most reinsurance contracts are renewed had ended. Party F failed to schedule any meetings with IPC or its advisors and showed little interest in further pursuing a transaction with IPC. IPC ceased discussions with Party F shortly thereafter.

On November 3, 2008, IPC received an unsolicited letter from a large, publicly traded insurance company (“Party J”) proposing that IPC and Party J enter into an exclusivity agreement to discuss an acquisition of IPC by Party J in a stock-for-stock transaction that was based on an unsatisfactory valuation of IPC’s book value and was subject to detailed due diligence.

IPC’s business development committee met on November 6, 2008 with JPMorgan and IPC’s outside legal counsel to consider the terms contained in Party J’s letter. IPC’s business development committee determined that it was not in IPC’s best interest to enter into an exclusivity agreement with Party J and authorized IPC’s management to respond to Party J’s letter by declining to enter into an exclusivity agreement but offering to allow Party J to otherwise participate in IPC’s on-going strategic process. On November 7, 2008, IPC responded to Party J’s offer by sending it a letter proposing that IPC and Party J enter into a confidentiality and standstill agreement and that Party J participate in IPC’s on-going strategic process on the same basis as the other parties already in discussions with IPC. Party J responded in a letter on November 10, 2008 withdrawing its original offer and declining to participate in IPC’s strategic process.

At the same meeting on November 6, 2008, IPC’s business development committee also determined that it was not in IPC’s best interest to delay further discussions of a business combination until after January 1, 2009 and decided to continue moving ahead in the strategic process without Party A.

From the beginning of November through December 10, 2008, IPC management engaged in discussions regarding potential business combinations of IPC with Party B, Party C, Party D, Party E and Party G. On November 10, 2008, Mr. Becker, Peter A. Minton, Max’s chief operating officer, Joseph W. Roberts, Max’s

chief financial officer and Merrill Lynch, met with IPC’s directors, Mr. Bridges and Mr. Christie and with James P. Bryce, IPC’s chief executive officer, John R. Weale, IPC’s chief financial officer and JPMorgan, to discuss the process and to present Max’s preliminary views regarding a potential business combination. Max and IPC each provided updates on their respective business and operations, including an assessment of the then current business climate. On November 26, 2008, Messrs. Becker and Minton met with Messrs. Hammond and Bridges to further discuss the potential business combination between IPC and Max. Max was invited to submit a proposal for a business combination with IPC by December 8, 2008. During this time, Mr. Becker continually provided informal updates to Max’s board of directors after such meetings on the progress with IPC and the invitation to submit a proposal to IPC. JPMorgan and Merrill Lynch held various calls to discuss the potential amalgamation.

On December 5, 2008, after consulting with Merrill Lynch, Max developed and submitted a preliminary proposal for a business combination transaction between IPC and Max structured as a stock-for-stock transaction with an exchange ratio based on the relative book values of the two companies. Max also provided information regarding its intentions with respect to the combined business, the board of directors, and the roles of management.

During this time period, IPC’s officers and directors met several times among themselves and with IPC’s outside advisors to discuss the status of negotiations with each party and worked to develop the specific terms upon which IPC would be willing to enter into a business combination. IPC also asked Party B, Party C, Party D, Party E and Party G to submit formal business combination proposals before December 8, 2008.

At a meeting on December 10, 2008, IPC’s directors and management reconfirmed their view that Party H did not meet IPC’s strategic objectives and determined not to pursue further discussions with Party H.

Also during the meeting on December 10, 2008, IPC’s directors and management reviewed the business combination proposals that had been received from other potential counterparties. In addition to Max, IPC had received formal written proposals from Party B, Party C and Party D. Party E submitted an oral proposal. After a discussion among IPC’s directors and management, with input from JPMorgan and IPC’s outside counsel, IPC determined not to pursue further discussions with Party E because the oral proposal did not satisfy the criteria IPC had established. Party G had communicated that a business combination with IPC did not fit within Party G’s strategic plan at that time and that Party G no longer wished to continue to be considered a potential counterparty to a business combination. IPC determined to cease further negotiations with Party G.

On December 16, 2008, Merrill Lynch and JPMorgan had a conference call to review Max’s proposal and provide IPC additional information regarding Max and its proposal.

Between December 10 and December 17, 2008, IPC’s management and JPMorgan continued discussions with Party B, Party C and Party D and worked to further develop proposals from these parties.

On December 17, 2008, IPC’s business development committee met to discuss the proposals received from Max as well as from Party B, Party C and Party D. IPC’s business development committee found the proposals from Party C, Party D and Max to be in line with the rationale and goals IPC had set for entering into a business combination. The proposal received from Party B, despite repeated negotiations with IPC’s management and JPMorgan, failed to satisfy many of IPC’s desired characteristics, and included terms in which IPC’s shareholders would receive non-U.S. listed stock as consideration along with a complex debt security. Accordingly, IPC determined to cease pursuing a potential transaction with Party B as that proposal was not deemed to be in the best interests of IPC.

On December 17, 2008, members of IPC’s business development committee met with a group of individuals (“Party K”) who had expressed an interest in a transaction with IPC to pursue a strategy of transformational organic growth by diversifying IPC’s business lines under a new senior management team.

On December 19, 2008, IPC’s board of directors met and discussed the proposals from Party C, Party D and Max with IPC’s management and IPC’s advisors in conjunction with discussing IPC’s monoline and organic growth business plans. IPC’s board of directors approved IPC continuing discussions regarding a business combination with Party C, Party D and Max. IPC’s board of directors also instructed IPC’s management to finalize a formal presentation regarding the monoline plan, the organic growth plan and the run-off scenario. IPC’s board of directors also asked IPC’s management to benchmark projected growth under the monoline plan, the organic growth plan and potential business combinations against the growth achieved by selected Bermuda reinsurance companies that had pursued a transformational organic growth strategy in the past. During this meeting, one of IPC’s directors, Peter Christie, confirmed a prior informal disclosure to IPC’s other directors that he owned 10,667 Max common shares.

On December 22, 2008, Merrill Lynch and JPMorgan had a conference call in which JPMorgan relayed concerns from IPC’s board of directors relating to the preliminary proposal submitted by Max, including the fact that Max’s proposed exchange ratio did not account for the market prices of the companies at that time.

Between December 19, 2008 and January 6, 2009, IPC’s management and JPMorgan engaged in several meetings and other discussions with Party C, Party D and Max to further explore issues surrounding a business combination with each party. IPC and its advisors also engaged in an assessment of the members of senior management of Party C, Party D and Max, evaluating the capabilities and qualifications of such management to manage a combined company.

On January 6, 2009, IPC’s board of directors met to discuss IPC’s business development committee’s meeting with Party K. IPC management and JPMorgan also discussed the results of further discussions with Party C, Party D and Max, including that Max and IPC continued to be engaged in negotiations regarding the valuation methodology to be used for valuing the respective companies in a business combination transaction.

During this time, Max and its advisors conducted business and financial due diligence on IPC. On January 6, 2009, after consultation and discussions with Merrill Lynch, Max submitted a revised proposal to IPC. The revised proposal continued to be based on a stock-for-stock transaction, but the exchange ratio was amended to consider both the relative book values and the relative market values of the companies by basing the exchange ratio on the average of the two companies’ market value per share and book value per share. On the following day Merrill Lynch had a conference call with JPMorgan to review and answer clarifying questions on Max’s revised proposal.

On or around January 7, 2009, Party Y contacted Max to determine Max’s interest in resuming discussions regarding a potential business combination transaction, but no agreement was reached regarding the basis for any such transaction.

On January 8, 2009, Max, IPC, Merrill Lynch and JPMorgan had a meeting to review and discuss IPC financial information. Following this meeting, Max had a meeting with IPC on January 12, 2008 to review its financial information.

On January 11, 2009, IPC received a formal, written proposal from Party K.

On January 13, 2009, IPC’s business development committee met to discuss setting timelines for completing the process of evaluating potential transactions with Party C, Party D, Party K and Max and developed formal counterproposals with regard to Party C, Party D and Max.

On January 15, 2009, Merrill Lynch and JPMorgan had calls, where JPMorgan provided an update on the process and reviewed next steps. On January 15, 2009, Max’s board of directors had a meeting in Toronto to review the proposed combination between Max and IPC. At the meeting, the board of directors, among other things, reviewed the benefits and risks of a combination with IPC and the status of the negotiations with IPC, and

discussed the current terms of a proposal regarding a business combination. The board of directors also reviewed the history of discussions with Party Y and Z and the benefits and risks associated with successfully reaching agreements with such parties. Max considered the monoline nature of IPC and determined that as part of a combination, Max’s global operating platform provided the resources and capabilities to diversify the business of IPC over time to be generally in line with that of Max. The board of directors determined that exploring a business combination transaction with IPC provided Max with additional capital to expand its business and satisfied its objectives of providing size and scale with limited integration challenges given the monoline business of IPC, and authorized management to continue discussions with IPC.

IPC’s board of directors met on January 16, 2009 and reviewed the revised proposal received from Max and revised proposals IPC had received from Party C and Party D. IPC’s board of directors, in conjunction with IPC’s management, developed counterproposals for Party C, Party D and Max and authorized JPMorgan to communicate the respective counterproposals to each party. IPC’s board of directors also discussed the written proposal that had been received from Party K, determined that it was not in IPC’s best interest to pursue a transaction with Party K at that time and authorized IPC’s business development committee to communicate that determination to Party K.

From January 16 until January 29, 2009, IPC and its outside advisors (including an independent consulting firm, an independent investment advisory firm, an independent accounting firm and IPC’s legal advisors) engaged in due diligence on Party C, and Max. IPC’s management met separately several times with the management teams of Max and Party C, along with their respective advisors, and worked together with Max and Party C to develop views on preliminary business plans for potential combined companies and conduct preliminary due diligence on key threshold items. IPC also continued negotiating the terms of a business combination with Party C and Max during this time and prepared and negotiated term sheets with each of Party C and Max. During the course of those negotiations IPC and Party D, a non-publicly traded company, could not come to an agreement over the proper method for valuing Party D. As a result, IPC and Party D determined not to engage in further discussions regarding a business combination.

IPC provided a term sheet to Max on January 17, 2009 and had organizational due diligence calls with Max and Merrill Lynch on January 19, 2009 and in-person due diligence meetings with Max and Merrill Lynch on January 21, 2009. During this time Max’s management and its advisors continued their financial and business due diligence review of IPC. Max’s management regularly updated Max’s board of directors regarding the continued discussions and communications with IPC.

On January 23, 2009, Max and Merrill Lynch provided comments to IPC’s draft non-binding term sheet to JPMorgan and Merrill Lynch had conference calls with JPMorgan to discuss the comments.

On January 27, 2009, Messrs. Becker, Minton and Roberts met with Messrs. Hammond and Bridges to review each companies’ respective financial information as well as preliminary views as to how the businesses can be combined.

During January 2009, Max and Party Z continued to discuss potential transaction structures. In late January 2009, Party Z contacted Max and informed Max that it was no longer interested in continuing to pursue a transaction at that time.

On January 29, 2009, IPC’s board of directors met to discuss the ongoing strategic review process. IPC’s management presented its formal monoline and organic growth plans to IPC’s board of directors. IPC’s board of directors, with input from management and IPC’s outside advisors, then discussed the results of the due diligence investigations into Party C and Max and the status of ongoing negotiations with each party. IPC’s board of directors also discussed its views of Party C’s and Max’s respective management teams. At the conclusion of the meeting, IPC’s board of directors concluded that while no decision had been made to enter into a definitive transaction agreement with any party, pursuing such a transaction with Max (including performing additional due

diligence and negotiating a definitive transaction agreement) would be more in IPC’s interest than pursuing such a transaction with Party C. IPC’s board of directors authorized IPC management to finalize a non-binding term sheet with Max, including the valuation methodology upon which the definitive transaction agreement would be entered into, and also to enter into an exclusivity agreement with Max. On January 30, 2009, Mr. Hammond informed Mr. Becker about IPC’s proposal to enter into an exclusivity agreement with Max.

IPC’s and Max’s management, along with their respective advisors, negotiated the exclusivity agreement and the non-binding term sheet between January 30 and February 2, 2009. On February 2, 2009, Max and IPC finalized the non-binding term sheet and entered into a 28-day exclusivity agreement. The non-binding term sheet provided, among other things, for the basic framework for the transaction structure, governance for the combined company and a methodology to arrive at an exchange ratio for the transaction, based on an average of the two companies’ market value per share and book value per share. After executing the exclusivity agreement, Max contacted Party Y to formally terminate discussions between Party Y and Max.

On January 31, 2009, while IPC and Max were in discussions regarding the exclusivity agreement and the non-binding term sheet, Party C notified IPC that it no longer wished to engage in discussions regarding a business combination with IPC.

In the period from February 2 to February 20, 2009, representatives of management of IPC and its advisors and independent consultants, and representatives of management of Max and its financial and legal advisors, worked to continue IPC’s due diligence investigation into Max and Max’s due diligence investigation into IPC. IPC’s outside legal advisor provided to Max and Max’s outside legal advisor, a form of amalgamation agreement, and worked with Max’s outside legal advisor to negotiate definitive transaction documentation.

On February 10, 2009, Max’s board of directors held a regularly scheduled meeting in which the board of directors discussed the status of the IPC transaction and the terms of the proposed transaction. At that meeting, Max’s board of directors determined that board member Mario Torsiello would serve as a liaison between Max’s management, outside advisors and Max’s board of directors. On February 11, 2009, Mr. Torsiello and representatives of Max’s management met with Merrill Lynch and Max’s outside legal counsel to review and discuss the proposed amalgamation agreement. Between February 11, 2009 and February 27, 2009, Max’s management and Mr. Torsiello held additional meetings and conference calls with Max’s financial and outside legal advisors to receive updates and discuss the revised material terms of the amalgamation agreement as negotiations progressed. Mr. Torsiello reported to the other members of Max’s board of directors periodically on such progress and the material terms of the amalgamation agreement.

On February 11, 2009, Max announced its financial results for the fiscal quarter and year ended December 31, 2008 and Max’s management held a conference call with analysts and other interested parties to discuss such results.

On February 11 and February 12, 2009, IPC and Max made joint presentations to A.M. Best Company, Standard & Poor’s Financial Services LLC, and Moody’s Investors Service regarding IPC’s and Max’s managements’ views of the potential financial strength of a potential combined company.

Max and Merrill Lynch began discussions with Bank of America, National Association, which we refer to as “Bank of America,” on or around February 4, 2009 regarding an amendment to Max’s syndicated credit facility to allow Max to consummate an amalgamation transaction with IPC without potentially causing any default under Max’s syndicated credit facility. IPC contacted Wachovia Bank, National Association, which we refer to as “Wachovia,” on February 13, 2009, to begin discussions regarding amending IPC’s syndicated credit facility to permit IPC to enter into and consummate an amalgamation agreement with Max without potentially causing any default under the syndicated credit facility. After discussions with IPC’s and Max’s management and their advisors, Wachovia, Bank of America and several other banks who were members of IPC’s and Max’s respective loan syndicates signed confidentiality agreements with IPC and Max during the week of February 16, 2009. Between February 16 and March 1, 2009, IPC, Max and their advisors negotiated the terms of the amendments to both Max’s and IPC’s respective syndicated credit facilities.

On February 17, 2009, IPC announced its financial results for the fiscal quarter and year ended December 31, 2008 and IPC’s management held a conference call on the morning of February 18, 2009 with analysts and other interested parties to discuss such results.

On February 18, 2009, directors from IPC met with Max’s directors and certain of Max’s officers. Max’s chief executive officer made a presentation to the members of both boards of directors regarding the potential benefits of a combination of IPC and Max and described Max’s management’s vision for the combined company and the role that a combined Max-IPC management team would have in achieving that vision.

Also on February 18, 2009, Messrs. Becker and Minton met with Mr. Torsiello, reported to Mr. Torsiello on the results of the business and legal due diligence that had been performed by Max and its advisors on IPC and updated Mr. Torsiello on the status of the discussions and negotiations with IPC. Through February 28, 2009, Messrs. Becker and Minton continued to regularly discuss with, and report to Mr. Torsiello on, the status and results of the negotiations with and due diligence on IPC. Mr. Torsiello continued to perform his role as a liaison between Max’s management, outside advisors and Max’s board of directors and periodically updated the other members of Max’s board of directors regarding the status of the negotiations with IPC and the results of Max’s due diligence of IPC.

On February 20, 2009, IPC’s board of directors met, along with JPMorgan and other of IPC’s advisors, and discussed with Mr. Roberts, Max’s chief financial officer, and Max’s and IPC’s independent accounting firm to discuss potential purchase accounting adjustments that could result from a combination of IPC and Max. Following this discussion, Mr. Roberts and Max’s independent accounting firm left the meeting. Representatives of Sullivan & Cromwell LLP and Mello Jones & Martin discussed with IPC’s directors each director’s legal duties in connection with considering a transaction with Max. IPC management presented a run-off scenario to IPC’s directors, as well as the results of a benchmarking of the book value growth achieved by selected Bermuda reinsurance companies that had implemented a transformational organic growth strategy between 2002 and the first half of 2005. The benchmarking analysis compared these book value growth rates to projected book value growth under the monoline case, the organic growth case and a potential combination with Max. IPC management also presented a business plan for the combined company that had been developed together with Max. IPC’s directors also received due diligence reports from IPC’s advisors, including an independent consulting firm, an independent investment advisory firm, an independent accounting firm and IPC’s legal advisors, and discussed the results of such advisors’ due diligence.

Between February 20 and February 27, 2008, IPC’s and Max’s officers and advisors continued to engage in negotiations and due diligence on the other company, including negotiations regarding transaction protection provisions to be contained in any definitive amalgamation agreement.

On February 25, 2009, IPC’s board of directors convened by telephone along with IPC’s advisors, to discuss the results of further negotiations with Max. IPC’s board of directors discussed a number of transaction terms that were still being negotiated, including extensive discussions regarding the transaction protections, closing conditions and termination rights to be included in the definitive amalgamation agreement.

On February 27, 2009, a meeting of IPC’s board of directors was held. JPMorgan made a presentation to IPC’s board of directors regarding its financial analysis. IPC’s management, JPMorgan and Sullivan & Cromwell LLP provided an overview of events since IPC’s board of directors’ telephonic meeting on February 25, 2009. IPC’s management and outside advisors, including an independent consulting firm, an independent investment advisory firm, an independent accounting firm and IPC’s legal advisors, reported the final results of their in-depth due diligence review of Max and its business. IPC’s board of directors discussed prevailing market conditions and IPC’s strategic alternatives. Representatives of Sullivan & Cromwell LLP and Mello Jones & Martin discussed with IPC’s board of directors their legal duties in connection with any consideration of a possible strategic transaction. Sullivan & Cromwell LLP also presented a summary of the legal terms of the most recent draft of the amalgamation agreement, including the shareholder and regulatory approvals that would be

required to complete the transaction and the possible timeframe for obtaining such approvals. During the remainder of February 27, February 28 and the morning of March 1, 2009, IPC’s business development committee and representatives of IPC’s and Max’s management and their respective legal and financial advisors worked to finalize the amalgamation agreement and related definitive documentation.

On March 1, 2009, IPC and Max reached an agreement, subject to their respective board of directors’ approval, on an exchange ratio by which the holders of Max common shares would receive 0.6429 IPC common shares in exchange for each Max common share held by Max shareholders.

IPC’s board of directors met again on March 1, 2009. JPMorgan presented an analysis of the financial terms of the Max proposal. IPC’s management also updated IPC’s directors on the results of negotiations with the banks in IPC’s syndicated credit facility and described the terms of the amendment that would need to be entered into if IPC intended to execute an amalgamation agreement with Max.

JPMorgan then delivered to IPC’s board of directors its oral opinion, subsequently confirmed in writing on the same day, that based upon and subject to the factors and assumptions stated in that opinion, as of March 1, 2009, the exchange ratio of 0.6429 IPC common shares to be exchanged in respect of each Max common share in the transaction was fair, from a financial point of view, to IPC, as described in—Opinion of J.P. Morgan Securities Inc., Financial Advisor to IPC’s Board.

Following these discussions, and extensive review and discussion among IPC’s directors, including consideration of the factors described under—Reasons Why IPC’s Board of Directors Recommends Approval of the Amalgamation, IPC’s board of directors unanimously approved the amalgamation agreement with Max and the transactions contemplated thereby and declared the amalgamation and other transactions contemplated in the amalgamation agreement, including the amendments proposed to IPC’s credit facilities, to be advisable and in the best interests of IPC. IPC’s board of directors resolved that a meeting of the IPC common shareholders be convened to consider to approve the bye-law amendments, approve the name change, approve the issuance of IPC shares to Max shareholders as contemplated by the amalgamation agreement, and elect the directors named in The Amalgamation Agreement—Structure of the Amalgamation. IPC’s board of directors then directed that management sign the definitive amalgamation agreement as soon as reasonably practicable.

Max’s board of directors met on March 1, 2009 in Bermuda. Mr. Torsiello provided a final oral report to the board members regarding the discussions with IPC. Merrill Lynch provided an analysis of the financial terms of the amalgamation agreement with IPC. Max’s management presented to Max’s directors the final due diligence reports regarding IPC and discussed the results of such reports. Max’s management also updated Max’s directors on the results of negotiations with the banks in Max’s syndicated credit facility and described the terms of the amendment that would need to be entered into by Max if Max were to execute an amalgamation agreement with IPC. The board of directors also reviewed with Max’s outside legal counsel the directors’ legal duties in connection with considering and voting on a transaction with IPC, the material terms of the amalgamation agreement as well as the shareholder and regulatory approvals that would be required to complete the transaction and the possible timeframe for obtaining such approvals.

Merrill Lynch then delivered to Max’s board of directors its oral opinion, which was subsequently confirmed in writing on March 1, 2009, that based upon and subject to the factors and assumptions stated in that opinion, as of such date, the exchange ratio of 0.6429 IPC common shares to be exchanged in respect of each Max common share in the proposed transaction was fair, from a financial point of view, to Max shareholders (other than IPC and its affiliates) as described in —Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Financial Advisor to Max’s Board.

Following extensive discussions among Max’s directors, including consideration of the factors described under —Reasons Why Max’s Board of Directors Recommends Approval of the Amalgamation, Max’s board of directors unanimously approved the amalgamation agreement with IPC and the transactions contemplated

thereby and declared the amalgamation and other transactions contemplated in the amalgamation agreement, including the amendments proposed to Max’s credit facilities and Max’s bye-laws, to be fair to, advisable and in the best interests of Max and its shareholders. Max’s board of directors authorized and directed management to sign the definitive amalgamation agreement and resolved that a meeting of the Max common shareholders be convened to consider and approve the amendment to Max’s bye-laws and the amalgamation agreement, all as described in Proposals to Be Submitted to Max Shareholders; Voting Requirements and Recommendations.

In the afternoon of March 1, 2009, the parties executed the amalgamation agreement. The transaction was announced prior to the opening of the financial markets in New York City on March 2, 2009.

On March 31, 2009, IPC received an unsolicited offer from Validus pursuant to which IPC would amalgamate with a wholly owned subsidiary of Validus and each issued and outstanding IPC common share would be cancelled and converted into the right to receive 1.2037 Validus common shares. Validus’s offer contemplated an acquisition of IPC by Validus pursuant to a share-for-share exchange in which each IPC common share would be exchanged for 1.2037 Validus common shares. Validus common shares, par value $0.175 per share, are quoted on the New York Stock Exchange under the symbol “VR.” The closing price of a Validus common share on the New York Stock Exchange on March 30, 2009, the day prior to Validus’s offer, was $24.91, resulting in an implied premium for Validus’s offer to IPC’s market price of 18.0%, and the closing price of a Validus common share on the New York Stock Exchange on April 24, 2009 was $22.76, resulting in an implied premium for Validus’s offer to IPC’s market price of 10.7%. Validus’s offer is based on the amalgamation agreement between IPC and Max, but with certain differences. In particular:

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Validus’s offer does not provide for any of IPC’s directors to serve on the board of directors of Validus or any of its subsidiaries after the consummation of the acquisition, nor does it provide for IPC’s management to have any role in the management of Validus or its subsidiaries after the consummation of the acquisition. By contrast, under the amalgamation agreement with Max, IPC and Max have agreed to provide for representation from both companies’ independent directors on the combined entity’s board of directors (including IPC’s chairman as chairman of the combined entity) and for IPC’s management to have senior positions in the management of the combined entity, to seek to ensure the achievement of the objectives of the combined IPC/Max business plan. Validus stated in a press release dated April 2, 2009 that it would be willing to discuss continued board representation in the potential Validus-IPC combined entity for members of IPC’s board of directors; however, Validus has made no binding commitment in this regard.

On that same day, IPC issued a press release announcing that IPC’s board of directors would review the terms of the proposal submitted by Validus in a manner consistent with its obligations under the amalgamation agreement with Max and applicable law.

On April 1, 2009, IPC’s board of directors met to discuss Validus’s offer. During this meeting, IPC’s outside legal advisors reviewed with IPC’s board of directors the directors’ fiduciary duties under Bermuda law and related legal considerations applicable to IPC’s board of directors’ review of Validus’s offer, including an analysis of the applicable requirements of the amalgamation agreement with Max. IPC’s board of directors

considered certain information regarding Validus and certain financial aspects of Validus’s offer including the following (which to the extent relating to Validus, was based on publicly available information, including information contained in Validus’s SEC filings): an overview of Validus’s current and historical share price and trading multiples; IPC’s trading multiples implied by Validus’s offer; implied premiums and discounts to IPC’s common share price represented by Validus’s offer over different time periods; Validus’s historical financial performance; rating agency reviews; and commentary of sell-side analysts regarding Validus.

On April 2, 2009, IPC’s board of directors received a letter from Max describing several reasons Max did not believe Validus’s offer to be a superior proposal within the meaning of the amalgamation agreement with Max. Later that same day, IPC’s board of directors received a letter from Validus disputing statements made in Max’s letter to IPC’s board of directors.

On April 5, 2009, IPC’s board of directors received another letter from Validus claiming that Max had made errors in certain calculations contained in its letter of April 2, 2009. On April 6, 2009, Max sent IPC’s board of directors a letter reconfirming Max’s calculations contained in its April 2, 2009, letter and providing supporting information. Later that same day, IPC’s board of directors received another letter from Validus further disputing Max’s calculations.

Between April 1, 2009 and April 6, 2009, members of IPC’s business development committee met several times, either telephonically or in person, with IPC management and IPC’s advisors to discuss Validus’s offer.

On April 6, 2009, IPC’s board of directors met again to further review Validus’s offer. IPC’s outside legal advisors reviewed with IPC’s board of directors their fiduciary duties under Bermuda law, the related legal considerations resulting from the amalgamation agreement with Max, Validus’s reservation of rights to withdraw its offer and certain other legal, regulatory and timing aspects of Validus’s offer. IPC’s board of directors considered certain information regarding Validus and certain financial aspects of Validus’s offer, including the following (which, to the extent relating to Validus, was based on publicly available information, including information contained in Validus’s SEC filings): business mix; historical operating performance and benchmarking against peers; review of losses from hurricanes Ike and Gustav; estimates of risk exposure to certain catastrophe events; current balance sheet; investment portfolio and historical investment returns; rating agency and equity analyst information; an overview of Validus’s current and historical share price, trading multiples, trading volume and float; IPC’s trading multiples implied by Validus’s offer over different time periods; implied premiums and discounts to IPC’s common share price represented by Validus’s offer; implied premiums and discounts represented by the exchange ratio in Validus’s offer over the exchange ratio implied by market prices, exchange ratio implied by book value and exchange ratio implied by tangible book value; an illustration of potential value creation that could result from an acquisition of IPC by Validus at various price to book value trading multiples; and a preliminary analysis of the accretion (or dilution) that would result from an acquisition of IPC by Validus. In certain instances, the information presented was on a comparative basis to Max and IPC or to the amalgamation with Max. IPC’s board of directors did not request, and JPMorgan did not provide, an opinion as to the fairness or inadequacy of Validus’s offer. IPC’s board of directors determined not to request an updated fairness opinion from JPMorgan regarding the amalgamation with Max or an opinion as to the fairness or inadequacy of Validus’s offer after consideration of (1) the fact that IPC was already bound by the terms of the amalgamation agreement with Max, (2) IPC’s rights and obligations under the amalgamation agreement with Max and Bermuda law to perform under the amalgamation agreement and/or change its recommendation to IPC’s shareholders regarding the amalgamation with Max and (3) the proposed terms of Validus’s offer. IPC’s board of directors also took into consideration its determination that an acquisition of IPC by Validus would not satisfy IPC’s strategic objective of spreading its risk base across risks less correlated to catastrophe exposure and would involve other significant risks inherent in Validus’s common shares and Validus’s offer.

IPC’s board of directors met again on the morning of April 7, 2009. After thoroughly reviewing Validus’s offer and after consulting with management and its outside legal and financial advisors and upon consideration of a variety of factors, including the reasons described under The Amalgamation—Reasons Why IPC’s Board of

Directors Recommends Approval of the Amalgamation, IPC’s board of directors unanimously determined that Validus’s offer did not constitute a superior proposal as defined in the amalgamation agreement with Max and reaffirmed its recommendation of the Max amalgamation.

On April 7, 2009, following IPC’s board of directors meeting, IPC advised Max of the determination of IPC’s board of directors that Validus’s offer did not represent a superior proposal under the terms of the amalgamation agreement with Max.

Also on April 7, 2009, IPC issued a press release announcing that IPC’s board of directors, after thorough consideration and consultation with management and its legal and financial advisors, determined that Validus’s offer did not constitute a superior proposal under the terms of the amalgamation agreement with Max, and reaffirming its recommendation that IPC shareholders approve the amalgamation with Max. IPC’s board of directors also sent a letter to Validus setting forth several of the reasons why IPC’s board did not determine Validus’s offer to be a superior proposal.

On April 8, 2009, IPC’s board of directors received a letter from Validus stating that Validus intended to file proxy solicitation materials opposing the amalgamation and that it was commencing litigation to reduce the $50 million termination fee payable in certain circumstances under the amalgamation agreement.

On April 9, 2009, Validus filed a preliminary proxy statement with the SEC for the solicitation of proxies in opposition to the amalgamation.

On April 16, 2009, Validus filed a preliminary proxy statement with the SEC for the solicitation of proxies from Validus shareholders to approve the issuance of additional Validus common shares in exchange for the common shares of IPC at an exchange ratio no less favorable to Validus shareholders than the exchange ratio proposed in Validus’s offer.

On April 21, 2009, Validus filed an amendment to its preliminary proxy statement soliciting proxies in opposition to the amalgamation.

On April 28, 2009, Validus commenced a lawsuit in the Supreme Court of Bermuda against IPC, IPC Limited and Max for declaratory and injunctive relief. For further discussion of Validus’s lawsuit please see Recent Developments—Litigation Related to the Amalgamation.

On April 30, 2009, Validus announced its intention to: (1) commence an exchange offer to IPC’s shareholders for all outstanding IPC shares on the same economic terms as the offer that had been presented to IPC’s board of directors a month earlier and (2) as an alternative to the exchange offer, petition the Supreme Court of Bermuda to approve a “Scheme of Arrangement” under Bermuda law whereby Validus would acquire all IPC common shares on the same terms as its exchange offer. In its announcement, Validus indicated that the Scheme of Arrangement would need to be approved by a majority in number representing at least 75% in value of IPC’s shareholders present at a court-ordered meeting to approve the Scheme of Arrangement followed by sanction for the Scheme of Arrangement from the Court. Validus’s announcement further stated that, if the Scheme of Arrangement is approved at the court-ordered meeting and sanctioned by the Court, IPC’s shareholders can then call a second meeting to require IPC to approve the Scheme of Arrangement, and that, if approved by a majority of votes cast at the second meeting, the Scheme of Arrangement would become effective. See Risk Factors—Validus’s offer and subsequent actions may negatively impact our ability to consummate the amalgamation and may cause disruption to the ongoing business of IPC and Max. On April 30, 2009, IPC’s board of directors met to discuss Validus’s announcement. At that meeting, IPC’s board of directors unanimously reaffirmed its belief that the acquisition proposal made by Validus does not represent a superior proposal and IPC’s board of directors continues to recommend that IPC shareholders vote in favor of the amalgamation with Max.

On May 4, 2009, Validus filed an amendment to its preliminary proxy statement soliciting proxies in opposition to the amalgamation.

Reasons Why IPC’s Board of Directors Recommends Approval of the Amalgamation

IPC’s board of directors believes that the amalgamation will create a specialty insurance and reinsurance company that will be well positioned for long-term success and the creation of superior shareholder value. In particular, IPC’s board of directors believes, based on the preliminary business plan for the combined entity as described above in —Background of the Amalgamation on page 34 and IPC’s board of directors’ experience with and understanding of opportunities in the reinsurance and insurance industry, that the combined entity will benefit from the combined financial resources, management and personnel of IPC and Max and will be able to better capitalize on opportunities in the reinsurance and insurance industry. In addition, IPC’s board of directors believes that the amalgamation will permit the combined entity to derive significant advantages from the more efficient use of capital. Based on their understanding and experience of the rating agencies’ methodology for determining capital requirements, IPC’s management and board of directors believe that because of IPC’s focus on volatile property catastrophe reinsurance and its limited size, rating agencies currently require IPC as a stand-alone entity to carry excess capital which cannot be used to write additional reinsurance business, resulting in lower return for shareholders than could otherwise be achieved. As a result of increased scale and diversification into non-correlated risks (Max’s less correlated risks are described below in this section —Reasons IPC’s Board of Directors Recommends Approval of the Amalgamation), the combined entity in the Max amalgamation is expected to release some of that excess capital to be deployed in writing additional business, therefore generating a higher overall return to shareholders. IPC’s management and board of directors’ belief that the amalgamation will permit the combined entity to derive significant advantages from the more efficient use of capital is also based on the combined entity financial projections set forth below under —Projected Financial Information-Certain Projected Financial Information: Combined Entity Case 1 and —Projected Financial Information-Certain Projected Financial Information: Combined Entity Case 2 and the preliminary business plan for the combined entity as described above in —Background of the Amalgamation. IPC’s board of directors also believes, based on IPC’s interactions with Max during the due diligence process and negotiations related to the amalgamation and based on Max’s careful approach to underwriting and the experience of Max’s management team, that IPC and Max have compatible cultures that will help to ease the process of integrating the two companies, and that IPC and Max share a common focus on underwriting, claims and actuarial disciplines, on controlling expenses, and on running their businesses as meritocracies, with an emphasis on performance and accountability at each level. In reaching these conclusions and in determining that the amalgamation agreement and the share issuance are fair, advisable and in the best interests of IPC, and in recommending the approval of the amalgamation agreement, the IPC bye-law amendments, the authorized share capital increase, the name change, the share issuance, the election of the post-closing directors, the director compensation plan and the appointment of KPMG, IPC’s board of directors consulted with IPC management as well as legal and financial advisors and considered a number of factors. The factors included, but were not limited to, the following:

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IPC’s board of directors’ analysis and understanding of the business, operations, financial performance, financial condition, earnings and future prospects of the combined entity and IPC’s board of directors’ assessment, based on such analysis and understanding, that the combined entity will have:

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enhanced size and scope, with shareholders’ equity of approximately $3 billion (as of December 31, 2008), leading to improved financial strength, a greater “margin of safety” in managing capital, and flexibility to deploy additional capital in other underwriting opportunities;

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a diversified specialty insurance/reinsurance business, with significant product depth, leading to a strong franchise servicing both property and casualty markets. In addition, a larger and more diversified earnings base and a mix of insurance and reinsurance earnings should decrease IPC’s current earnings volatility resulting from property catastrophe events;

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global and diversified operating platforms, with underwriting facilities in Bermuda, Dublin, at Lloyd’s and in six major U.S. cities;

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experienced management and underwriting teams with long-standing industry knowledge and relationships;

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highly complementary businesses with limited overlap between IPC’s strength in property catastrophe reinsurance and Max’s diversified insurance/reinsurance platforms, as demonstrated by Max having approximately 69% of its 2008 gross premiums written from casualty business, agriculture and short-tail lines which IPC does not underwrite. Even in its property catastrophe business, since Max is not an active underwriter of international property catastrophe exposure, there is little overlap between IPC and Max in IPC’s international property catastrophe underwritings in terms of clients or regions; and

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the opportunity to reduce costs associated with running two separate public companies, consisting of Max’s Nasdaq listing fees, transfer agent fees, legal and accounting fees related to SEC filings and shareholder mailings, printing and mailing expenses for periodic reports and proxy statements, annual meeting expenses and other investor relations related expenses;

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the view of IPC’s board of directors, after consulting with IPC’s management, that based upon the results of IPC’s review of its strategic alternatives, it would be in IPC’s interest to diversify beyond its monoline property catastrophe business model and that the proposed transaction meets that goal;

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the view of IPC’s board of directors that the process described in—Background of the Amalgamation, which process was conducted with the assistance of JPMorgan, was a sound basis for the board’s determination that it was unlikely that an alternative transaction that would be more in the long-term interests of IPC would be available;

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IPC’s board of directors’ analysis and understanding of the business, operations, financial performance, financial condition, earnings and future prospects of IPC on a stand-alone basis (whether as a monoline property catastrophe business, an organically diversified business or a run-off business), and IPC’s board of directors’ assessment, based on such analysis and understanding, that the amalgamation would be more favorable to IPC in the long-term in light of the potential rewards, risks and uncertainties associated with IPC continuing to operate as a monoline company or diversifying through organic growth. Those risks and uncertainties included IPC’s ability to achieve its business plan and projected future financial performance, the risk associated with the availability and accessibility of business diversification opportunities, and the risks related to IPC’s business identified in IPC’s Annual Report on Form 10-K for the year ended December 31, 2008;

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IPC’s board of directors’ consideration of IPC’s due diligence in connection with the amalgamation, including its consideration of the potential volatility inherent in Max’s loss reserves; the collectibility of Max’s ceded reinsurance; the valuation of Max’s investment portfolio, including its alternative investment portfolio; the expected impact of purchase accounting on Max’s reserves; the compatibility of IPC’s and Max’s information technology infrastructure; the ability to manage the aggregation of catastrophe risk that will result initially from the amalgamation; the impact of the amalgamation on change in control provisions under Max’s and IPC’s financing arrangements, employee compensation and benefit plans, and reinsurance and insurance agreements; the risks associated with pending litigation and claims; and other commitments and contingencies;

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the continuing significant ownership interest in the combined entity by IPC’s shareholders given the exchange ratio;

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ongoing representation by all of IPC’s existing independent directors on the combined entity’s board of directors, and the fact that IPC’s senior management will play an important role in the management of the combined entity;

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IPC’s board of directors’ belief that IPC’s ability to terminate the amalgamation agreement upon the occurrence of certain material changes in Max’s book value provides meaningful protection to IPC in case of certain negative impacts on Max’s financial condition—specifically, if Max experiences a material decline in its book value relative to IPC’s book value as described below in The Amalgamation Agreement—Book Value Calculations and IPC’s ability to decline to consummate the

amalgamation with Max under certain conditions if a material adverse effect occurs with respect to Max as described below in The Amalgamation Agreement—Termination of the Amalgamation Agreement—Effects of Termination; Remedies;

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the fact that the exchange ratio was the result of negotiations between IPC and Max. In December 2008, Max had proposed an exchange ratio that was based primarily on Max’s and IPC’s relative book values per share, which would have resulted in an exchange ratio of 0.6778, implying a 31.9% premium for the Max shareholders relative to Max’s market price at the time. IPC proposed an exchange ratio that was based on Max’s and IPC’s relative market values, which by design would have resulted in no premium relative to Max’s market price at the time. In further discussions, IPC negotiated a formula to set a fixed exchange ratio immediately prior to signing a definitive agreement based on an average of the parties’ book and market values. The formula was subject to a cap, a floor and certain adjustments in certain circumstances, none of which occurred. Max also initially proposed a floating exchange ratio that would continue to adjust based on the same formula between signing and closing depending on each party’s market value and book value. Given the inherent volatility associated with IPC’s property cat business model, IPC proposed and Max agreed that the exchange ratio would be fixed at signing. The parties ultimately agreed to an exchange ratio that was a blended ratio of IPC’s and Max’s respective book values and their market values. Since Max’s market value was 53% of its 52-week high at the time the amalgamation was announced on March 2, 2009, the market price of IPC common shares relative to Max common shares on that date was relatively higher than the average historical ratio of IPC’s and Max’s market prices over the prior year. Based on prices as of February 27, 2009, the final exchange ratio implied a 1.0% discount to Max’s market price. Accordingly, IPC’s negotiations with Max concerning the exchange ratio resulted in an exchange ratio that was more favorable to IPC’s shareholders than the exchange ratio initially proposed by Max;

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the opinion received by IPC’s board of directors from JPMorgan, delivered to IPC’s board of directors orally on March 1, 2009 (and later confirmed in writing), to the effect that, as of the date thereof, the exchange ratio was fair, from a financial point of view, to IPC, as described in—Opinion of J.P. Morgan Securities Inc., Financial Advisor to IPC’s Board below;

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the fact that no external financing is required for the transaction, thus increasing the likelihood that the amalgamation will be consummated, and the fact that IPC and Max have already secured amendments to their existing syndicated credit facilities that permit them to effect the amalgamation;

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IPC’s board of directors’ belief, based on advice from outside legal counsel, that the amalgamation is likely to receive necessary regulatory approvals in a relatively timely manner without material adverse conditions, thus increasing the likelihood the amalgamation will be consummated;

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the fact that IPC believes that the conditions to closing the amalgamation as described in The Amalgamation Agreement—Conditions to the Amalgamation below are capable of being satisfied, thus increasing the likelihood the amalgamation will be consummated;

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the fact that the amalgamation agreement permits IPC to continue to declare and pay regular quarterly cash dividends at its current levels;

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the fact that certain of Max’s employees have agreed to waive the accelerated vesting of certain of their stock options and other equity awards that they may otherwise have been entitled to receive in connection with the amalgamation as further described in The Amalgamation—Interests of IPC Directors and Executive Officers in the Amalgamation;

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the fact that, in the absence of the amalgamation, IPC would need to hire a permanent Chief Executive Officer to replace James P. Bryce. In the second half of 2008, IPC’s board of directors began planning for the possible retirement and potential need for replacement of IPC’s Chief Executive Officer, James P. Bryce. In November 2008, IPC’s board of directors began considering various search firms to assist it with identifying a potential future chief executive officer should Mr. Bryce elect to retire. In 2009, IPC’s board of directors established a committee to focus on the search for a new chief executive

officer in the event a combination did not occur. Hiring a new chief executive officer for IPC could involve a three to six month process to hire a search firm and identify, interview and select candidates, with no certainty that IPC would be able to identify a candidate that meets its requirements. Even if IPC could identify an appropriate candidate, there is no certainty such a candidate would agree to terms of employment with IPC and agree to relocate to Bermuda if the candidate were located elsewhere. During the course of its due diligence of and negotiations with Max, including individual meetings between members of IPC’s board of directors and Max’s chief executive officer, W. Marston Becker, IPC’s board of directors and management were able to review and evaluate the performance of Mr. Becker, and his initiatives at Max, and determined that Mr. Becker possessed leadership skills, vision, industry knowledge and other qualities that IPC’s board of directors determined are highly desirable for a chief executive officer of IPC. Accordingly, IPC’s board of directors determined that, if the business combination with Max were consummated, it would not be necessary for IPC to continue to search for a chief executive officer because the combined entity would benefit from having the services of Mr. Becker as chief executive officer; and

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the terms of the amalgamation agreement, which IPC’s board of directors generally viewed as fair to IPC, principally:

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the requirements that the share issuance, IPC bye-law amendments and name change be approved by holders of a majority of the outstanding IPC common shares casting votes at the IPC shareholder meeting, as described in The Amalgamation Agreement—Conditions to the Amalgamation below;

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the amalgamation agreement allows IPC’s board of directors to change or withdraw its recommendation of the amalgamation and the other transactions contemplated by the amalgamation agreement, provided that following such a change Max may terminate the amalgamation agreement and receive a termination fee, as described in The Amalgamation Agreement—Termination of the Amalgamation Agreement below;

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the amalgamation agreement restricts Max from soliciting, considering or responding to third party acquisition proposals and from terminating the amalgamation agreement to accept a superior proposal prior to the Max shareholder meeting;

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IPC may terminate the amalgamation agreement if the total number of dissenting Max common shares for which appraisal rights have been exercised pursuant to Bermuda law exceeds 15% of the outstanding Max common shares, as described in The Amalgamation Agreement—Termination of the Amalgamation Agreement below; and

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the fact that, if on the first business day after the IPC shareholder meeting IPC requests that the parties exchange estimates of their respective book values as of one business day prior to the IPC shareholder meeting, IPC has the right, until up to five days after delivery of the book value estimates, to terminate the amalgamation agreement if the book value estimates exchanged by IPC and Max indicate that since December 31, 2008, either Max’s book value has declined by (1) more than 50%, or (2) more than 20 percentage points greater than the decline in IPC’s book value during the same period (with any increase in a party’s book value since December 31, 2008, deemed to be no change for purposes of measuring the 20 percentage point differential) (see The Amalgamation Agreement—Book Value Calculations below).

IPC’s board of directors considered the potential risks in making its determination and recommendation, including the following:

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the risk of the rating agencies giving the combined entity lower than anticipated ratings following the amalgamation if, for example, a material, unanticipated catastrophe occurs or if the rating agencies, which are unrelated third parties, change their rating methodologies in a manner adverse to companies

with characteristics of the type that the combined entity will have. Receipt of lower than anticipated ratings could reduce the competitive position of the combined entity in the insurance and reinsurance industries, make it more difficult for the combined entity to market its products, potentially trigger rating-based provisions in the combined entity’s reinsurance treaties allowing some clients to opt to cancel their reinsurance contracts, cause clients to no longer be willing to engage in new business with the combined entity and generally result in a significant loss of business as ceding companies move to reinsurers with higher ratings;

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the fact that, in the future, opportunities for a business combination could become available that might permit IPC to diversify its business lines on more favorable terms than at present;

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the fact that the loss of service of one or more of the members of Max’s senior management or other key personnel could delay or prevent the combined entity from fully implementing its business strategy and, consequently, significantly and negatively affect its business;

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the fact that unexpected volatility or illiquidity associated with Max’s alternative investment portfolio could significantly and negatively affect the combined entity’s investment strategy, and the fact that Max had previously obtained a portion of its investment management services from an affiliate of one of Max’s directors, Alstra Capital Management, LLC;

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the fact that Max has insurance subsidiaries in the U.S. and that in prior years, legislation has been introduced in the U.S. Congress that, if enacted, would adversely affect U.S. subsidiaries that reinsure with offshore affiliated companies (which would be the case with the combined entity) and that such legislation may be reintroduced and enacted in the future;

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the effect of public announcement of the amalgamation on IPC’s share price if IPC shareholders or Max shareholders do not view the amalgamation positively;

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the potential disruption to IPC’s business that could result from the announcement of the amalgamation, including the diversion of management and employee attention and employee attrition;

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the possibility that the amalgamation might not be completed due to difficulties in obtaining sufficient shareholder approval, obtaining requisite regulatory approvals or the occurrence of a material adverse effect on either company’s business, or that completion might be unduly delayed by regulatory authorities’ withholding consent or seeking to block the amalgamation, and the risks and costs to IPC if the amalgamation is not completed, including the potential effect of the resulting public announcement of termination of the amalgamation agreement on, among other things, the market price for IPC common shares, its operating results, its ability to attract and retain key personnel and agents and its ability to complete an alternative transaction;

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the fact that, if on the first business day after the Max shareholder meeting Max requests that the parties exchange estimates of their respective book values as of one business day prior to the Max shareholder meeting, Max has the right, until up to five days after delivery of the book value estimates, to terminate the amalgamation agreement if the book value estimates exchanged by IPC and Max indicate that since December 31, 2008, either IPC’s book value has declined by (1) more than 50%, or (2) more than 20 percentage points greater than the decline in Max’s book value during the same period (with any increase in a party’s book value since December 31, 2008, deemed to be no change for purposes of measuring the 20 percentage point differential) (see The Amalgamation Agreement—Book Value Calculations below);

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the fact that, subject to compliance with certain obligations under the amalgamation agreement, the Max board of directors is permitted to change its recommendation to the Max shareholders and the Max shareholders may fail to approve the amalgamation;

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the terms of the amalgamation agreement that place certain limitations on IPC’s ability to solicit, consider or respond to third party acquisition proposals and that prohibit IPC from terminating the amalgamation agreement to accept a superior proposal prior to the IPC shareholder meeting;

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the fact that IPC may be required to pay Max the termination fee of $50 million, as described in The Amalgamation Agreement—Termination of the Amalgamation Agreement below impacting IPC’s ability to complete an alternative transaction;

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the possibility that the IPC shareholders and the Max shareholders may not react favorably to the amalgamation, or that IPC shareholders may vote against proposals relating to the amalgamation with Max as a result of Validus’s offer and that the required vote by IPC shareholders may not be obtained, and the execution risk and additional costs that would be required to complete the amalgamation as a result of any legal actions brought by the IPC shareholders or by Validus or legal actions and appraisal actions brought by the Max shareholders;

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the fact that certain directors and officers of IPC have interests in the transaction that are different from, or in addition to, those of IPC’s shareholders generally; see Interests of IPC Directors and Executive Officers in the Amalgamation below;

•

the restrictions on the conduct of IPC’s business prior to the closing of the amalgamation, requiring IPC to conduct its business in the ordinary course, subject to specific limitations, which may delay or prevent IPC from undertaking business opportunities that may arise pending completion of the amalgamation; and

•

the risks described in this joint proxy statement/prospectus under Risk Factors.

IPC’s board of directors considered a number of factors, as described in more detail below, in reaching its unanimous determination that Validus’s offer was not a superior proposal under the amalgamation agreement. IPC’s board of directors’ review confirmed IPC’s previous decision not to include Validus in the select list of counterparties to be considered in IPC’s strategic process. In view of the number of factors and complexity of these matters, IPC’s board of directors did not find it practicable to, nor did it attempt to, quantify, rank or otherwise assign relative weight to the specific factors it considered. Among the factors IPC’s board of directors considered were IPC’s board of directors’ belief regarding the following:

•

IPC’s strategic objective of diversifying beyond its monoline property catastrophe business through a carefully structured amalgamation with a diversified counterparty, which would permit IPC shareholders to continue to benefit from IPC’s franchise value built over 15 years while achieving more consistent long-term earnings and a better use of capital as signified by higher returns on equity;

•

Max’s diversified operations offer the best path to achieving IPC’s strategic goal of diversifying beyond its monoline property catastrophe business model in order to reduce the volatility and risk inherent in focusing on catastrophe reinsurance, and spreading its risk base across less correlated risks, in order to reduce earnings volatility, which affects the share price, share price volatility, ratings and the cost of capital. IPC’s board of directors believed that a transaction with Validus would not accomplish these objectives given Validus’s substantial correlated catastrophe exposure, among other reasons;

•

the amalgamation with Max is structured in a manner appropriate to achieve IPC’s strategic objectives because, among other factors:

•

IPC’s negotiations with Max included the creation and careful consideration of a jointly prepared business plan for the combined company reflecting, among other things, approximately two months of mutual due diligence involving each of IPC’s and Max’s financial and legal advisors and management and IPC’s outside independent actuarial consultants and investment consultants;

•

following the presentation by IPC and Max of a combined business plan to the ratings agencies, IPC and Max received indicative ratings for the combined business following the amalgamation that were satisfactory and, if the rating agencies assign the combined entity final ratings materially similar to the indicative ratings received, IPC and Max anticipate such ratings would be satisfactory for the execution of the combined entity’s business plan;

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the combined business plan developed by IPC and Max is expected to result in significant value creation potential over a monoline standalone business plan for IPC, based on the projected financial information described below in – Projected Financial Information, and IPC’s current shareholders will participate in any such future value creation on a pro rata basis to their ownership of the combined company;

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Max has already publicly disclosed (in a Form 8-K filed on January 5, 2009, a Form 8-K filed on February 18, 2009 and a Form 10-K filed on February 19, 2009) reductions in its exposure to alternative asset classes. The combined business plan developed by IPC’s and Max’s management contemplates a reduction in the combined entity’s exposure to alternative asset classes from pro forma 15% as of December 31, 2008, to 10% to 12% of combined investment assets in 2009. The 15% pro forma investment assets held in alternative asset classes represents the combination of (1) IPC holding 16% of its investment assets in alternative asset classes at December 31, 2008 (7% through the AIG Select hedge fund and 9% through investments in mutual funds and other equity investments) and (2) Max holding 14% of its investment assets in alternative asset classes at December 31, 2008, including long/short funds, distressed securities, arbitrage strategies and other asset classes, as compared to IPC’s exposure to alternative assets with a narrower focus on equity investments. IPC and Max believe that a reduction in total alternative assets from pro forma 15% as of December 31, 2008, to 10% to 12% of combined investment assets in 2009 combined with the greater diversification within the combined entity’s alternative asset classes will promote decreased risk over time. Furthermore, Max and IPC believe that the planned exposure to alternative asset classes in the combined entity’s investment portfolio of 10% to 12% is well within the range of alternative assets held by Bermuda peer companies for which the average allocation of alternative assets as a percentage of total investments was 10% as of December 31, 2008;

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IPC and Max have agreed to provide for representation from both companies’ independent directors on the combined companies’ board of directors (including IPC’s chairman as chairman of the combined company) to seek to ensure the achievement of the objectives of the combined business plan;

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IPC’s board of directors focused on book value per share and not simply current stock prices. IPC’s board of directors believes book value is a fundamental driver of shareholder value over time in the insurance industry because it determines the amount of premiums a company can write, its ability to withstand losses and the amount of capital available for distribution to shareholders. In addition, research analysts and the investor community use book value as a key valuation metric. Among other reasons, Max’s book value represents the carrying value of Max’s net assets, which IPC verified through its due diligence process. IPC’s shareholders are benefiting from a “premium”¹ from the amalgamation with Max because for IPC’s shareholders the exchange ratio for the amalgamation with Max represents a 6.4% premium to the exchange ratio determined using IPC’s and Max’s diluted book value per share and a 3.1% premium using IPC’s and Max’s diluted tangible book value per share;²

For comparative purposes, based on a theoretical transaction with Max as the issuer and an exchange ratio of 1.5555, calculated as the inverse of the 0.6429 exchange ratio in the amalgamation with IPC as the issuer. This theoretical calculation is used only for the purpose of comparing the amalgamation with Validus’s offer in order to calculate the premium / discount on the same basis.

Based on share counts as of December 31, 2008, diluted using the treasury stock method with share prices as of April 3, 2009, IPC and Max have diluted share counts of 56,334,482 and 56,952,039 shares, respectively. As of December 31, 2008, IPC had book value and tangible book value of approximately $1,850,947,000 while Max had book value of approximately $1,280,331,000 and tangible book value of approximately $1,239,843,000. Dividing the book value or tangible book value, as applicable, by the diluted

•

The exchange ratio for Validus’s offer represents for IPC shareholders a 12.7% discount to the exchange ratio determined using IPC’s and Validus’s diluted book value per share and a 19.4% discount using IPC’s and Validus’s diluted tangible book value per share;³ and

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necessary regulatory approvals had been obtained or were expected to be obtained in a timeframe allowing the amalgamation with Max to close in the second quarter of 2009, prior to the height of the 2009 hurricane season;

whereas a business combination with Validus is less likely to preserve IPC’s franchise value for the benefit of IPC shareholders and otherwise achieve IPC’s strategic objectives because, among other factors:

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Validus has a substantial correlated catastrophe exposure. Validus’s Annual Report on Form 10-K for the year ended December 31, 2008 indicates that “most of the lines of business underwritten have large aggregate exposures to natural and man-made catastrophes”. In particular, publicly available information indicates that Validus’s marine business line represented 27% and 18%, respectively, of Validus’s losses and loss adjustment expenses, net of reinsurance and gross of reinstatement premiums, from hurricanes Ike and Gustav. Talbot Holdings Ltd. (which is a subsidiary of Validus that is predominantly an insurance business) represented 17% and 30%, respectively, of Validus’s losses and loss adjustment expenses, net of reinsurance and gross of reinstatement premiums, from hurricanes Ike and Gustav. Hurricane Gustav, which was a comparatively small event by industry standards, caused losses and loss adjustment expenses for Validus in most reporting business segments. As a result of its substantial correlated catastrophe exposures, as of April 7, 2009, the date on which IPC’s board of directors determined Validus’s offer was not a superior proposal, Validus’s losses from hurricanes Ike and Gustav resulted in the greatest loss as a percentage of common equity among what IPC considers to be Validus’s peer group, including IPC and Max, while Max had the lowest loss as a percentage of common equity.⁴ Validus’s Annual Report on Form 10-K for the year ended December 31, 2008 warns: “substantially all of our gross premiums written to date are in short-tail lines, which means we could become liable for a significant amount of losses in a brief period;”

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Due to Validus’s substantial correlated catastrophe exposure (as described in the preceding bullet) and IPC’s previous oral discussions with the ratings agencies regarding the impact of correlated

share count results in diluted book value per share of $32.86 for IPC and $22.48 for Max and diluted tangible book value per share of $32.86 for IPC and $21.77 for Max. The 1.5555 exchange ratio referred to in footnote 1 represents a 6.4% premium to the 1.4615 exchange ratio per IPC share determined by dividing IPC’s diluted book value per share by Max’s diluted book value per share, and a 3.1% premium to the 1.5093 exchange ratio determined by dividing IPC’s diluted tangible book value per share by Max’s diluted tangible book value per share.

Based on share counts as of December 31, 2008, diluted using the treasury stock method with share prices as of April 3, 2009, IPC and Validus have diluted share counts of 56,334,482 and 81,385,089 shares, respectively. As of December 31, 2008, IPC had book value and tangible book value of approximately $1,850,947,000 while Validus had book value of approximately $1,938,734,000 and tangible book value of approximately $1,791,124,000. Dividing the book value or tangible book value, as applicable, by the diluted share count results in diluted book value per share of $32.86 for IPC and $23.82 for Validus and diluted tangible book value per share of $32.86 for IPC and $22.01 for Validus. The 1.2037 exchange ratio proposed in the Validus offer represents a 12.7% discount to the 1.3793 exchange ratio per IPC share determined by dividing IPC’s diluted book value per share by Validus’s diluted book value per share, and a 19.4% discount to the 1.4929 exchange ratio determined by dividing IPC’s diluted tangible book value per share by Validus’s diluted tangible book value per share.

⁴	Net loss and loss expenses, net of reinsurance and net of reinstatement premiums, of $235.1 million for hurricane Ike and $20.8 million for hurricane Gustav per Validus’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

catastrophe exposure on IPC’s capital ratings, IPC’s board of directors believed that an acquisition of IPC by Validus was less likely to result in ratings as favorable to the potential combined Validus-IPC entity over the long-term as the indicative ratings that IPC and Max received for the combined company; IPC did not make a presentation to the ratings agencies in connection with Validus’s offer;

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Validus’s offer results in less book value per share and tangible book value per share to IPC shareholders than the amalgamation with Max, because the amalgamation with Max would result in $31.71⁵ of diluted tangible book value per IPC common share as compared to Validus’s offer, which would result in only $28.70⁶ of diluted tangible book value per IPC common share, and the amalgamation with Max would result in $32.01⁷ of diluted book value per IPC common share as compared to Validus’s offer, which would result in only $29.89⁸ of diluted book value per IPC common share; in addition, the price implied by the exchange ratio included in Validus’s offer represents a 14% discount to IPC’s diluted book value per share as of April 3, 2009, and a 14% discount to IPC’s diluted tangible book value per share as of April 3, 2009; if Validus acquired IPC on the terms set forth in Validus’s offer, Validus would be acquiring IPC, including IPC’s capital, for an aggregate price that is less than IPC’s book value and tangible book value;

⁵

Based on 92,891,180 pro forma diluted shares computed as (i) 56,334,482 diluted shares for IPC based on December 31, 2008 share counts, diluted using the treasury stock method with share price as of April 3, 2009, and (ii) 36,556,697 diluted shares issued by IPC to Max, based on the 0.6429 exchange ratio in the amalgamation with Max multiplied by 56,862,183 diluted Max shares based on share counts as of December 31, 2008, diluted using the treasury stock method at the price implied by the 0.6429 exchange ratio as of April 3, 2009. Pro forma tangible book value computed as (i) December 31, 2008 shareholders equity of approximately $1,850,947,000 for IPC, (ii) plus approximately $974,967,118 implied value of equity issued to Max based on IPC’s share price as of April 3, 2009, (iii) plus a gain on bargain purchase of approximately $187,963,882, calculated as the excess of Max’s December 31, 2008 book value of approximately $1,280,331,000 net of approximately $117,400,000 negative impact of purchase accounting adjustments (including the elimination of $11,975,000 of goodwill) over the $974,967,118 implied value of equity issued to Max, (iv) minus approximately $40,000,000 of transaction costs, (v) minus approximately $28,513,000 of Max intangible assets as of December 31, 2008. The diluted tangible book value per IPC common share is computed as the pro forma book value divided by the pro forma diluted shares.

⁶

Based on 149,197,058 pro forma diluted shares computed as (i) 81,385,089 diluted shares for Validus based on December 31, 2008 share counts, diluted using the treasury stock method with share price as of April 3, 2009, and (ii) 67,811,969 diluted shares issued by Validus to IPC, based on the 1.2037 exchange ratio proposed in the Validus offer multiplied by 56,336,271 diluted IPC shares based on share counts as of December 31, 2008, diluted using the treasury stock method at the price implied by the 1.2037 exchange ratio as of April 3, 2009. Pro forma tangible book value computed as (i) December 31, 2008 shareholders equity of approximately $1,938,734,000 for Validus, (ii) plus approximately $1,584,087,596 implied value of equity issued to IPC based on Validus’s share price as of April 3, 2009, (iii) plus a gain on bargain purchase of approximately $266,859,404, calculated as the excess of IPC’s December 31, 2008 book value of approximately $1,850,947,000, excluding any purchase accounting adjustments, over the $1,584,087,596 implied value of equity issued to IPC, (iv) minus $50,000,000 of termination fees and approximately $35,000,000 of transaction costs, (v) minus approximately $147,610,000 of Validus goodwill and intangible assets as of December 31, 2008. The diluted tangible book value per Validus common share is computed as the pro forma book value divided by the pro forma diluted shares. The diluted tangible book value per IPC common share is computed as the diluted tangible book value per Validus common share multiplied by the 1.2037 exchange ratio proposed in the Validus offer.

⁷	Includes approximately $28,513,000 of pro forma intangible assets as of December 31, 2008.

⁸	Includes approximately $147,610,000 of pro forma goodwill and intangible assets as of December 31, 2008.

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the exchange ratio for Validus’s offer represents for IPC shareholders a 12.7% discount to the exchange ratio determined using IPC’s and Validus’s diluted book value per share and a 19.4% discount using IPC’s and Validus’s diluted tangible book value per share;⁹

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IPC’s board of directors believes that a business combination without the associated benefits of achieving IPC’s other strategic objectives would not be likely to provide equivalent or greater value creation potential to IPC’s shareholders than a business combination providing such benefits. See —Background of the Amalgamation on page 34, and —Reasons Why IPC’s Board of Directors recommends Approval of the Amalgamation on page 46. Because the amalgamation with Max or an acquisition by Validus pursuant to Validus’s offer will result in IPC shareholders holding shares of the resulting combined entity rather than receiving cash consideration, IPC’s board considered the value creation potential of the combined entity;

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the value of the consideration to be received by IPC shareholders in an acquisition of IPC by Validus depends on the share price of Validus immediately prior to the closing of the acquisition, whereas the number of shares to be issued by IPC in the amalgamation with Max is not dependent on the market value of Max common shares and IPC shareholders will not be receiving Max common shares in the amalgamation with Max; during the period between Validus’s IPO and the announcement of Validus’s offer the exchange ratio would have resulted in a premium or a discount at different periods of time, with an average premium to IPC’s shareholders of only 1.0%;

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at the time of Validus’s offer, Validus’s share price was near the high end of its 52-week trading range and the average over the prior 52 weeks of the premium or discount of the price implied on each day of that period by the Validus offer, calculated as the then current Validus market price multiplied by 1.2037, over the then current IPC market price, represented a 3.4% discount. In contrast, based on its review of Max’s historical stock price performance and share ownership, IPC’s board of directors believed that Max, which was trading at 53% of its 52-week high market price at the time the amalgamation with Max was publicly announced. The average over the prior 52 weeks of the premium or discount of the price implied on each day of that period by the Max amalgamation, calculated as the then current market price multiplied by 1.5555¹⁰ over the then current IPC market price, represented a 11.6% premium to IPC’s market price. Max was experiencing a depressed stock price due, among other reasons, to the impact of certain public disclosures regarding Max’s alternative investment portfolio and recent global economic turmoil, and that Max’s share price was more likely to increase in value;

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the pro forma ownership percentage of the IPC shareholders would be 15 percentage points less in the Validus/IPC combined company (43%) compared to the combination with Max (58%), based on the exchange ratio included in Validus’s offer as compared to the exchange ratio for the amalgamation with Max. Based on pro forma book value of approximately $3,013,878,000¹¹ for

⁹	Based on diluted book value per share of $32.86 for IPC and $23.82 for Validus and diluted tangible book value per share of $32.86 for IPC and $22.01 for Validus. Based on share counts as of December 31, 2008, diluted using the treasury stock method with share prices as of April 3, 2009.

¹⁰

¹¹	Calculated as the sum of IPC’s standalone book value as of December 31, 2008 of approximately $1,850,947,000, Max’s standalone book value as of December 31, 2008 of approximately $1,280,331,000, and purchase accounting adjustments of approximately $117,400,000.

an IPC/Max combined entity and approximately $3,789,681,000¹² for a Validus/IPC combined entity as well as the foregoing pro forma ownership percentages, IPC’s shareholders pro forma ownership interest in a combined Max/IPC entity would have a book value of approximately $1,748,000,000 and IPC’s shareholders pro forma ownership interest in a combined Validus/IPC entity would have a book value of approximately $1,630,000,000. The market value of IPC’s pro forma ownership interest in an IPC/Max combined entity or an IPC/Validus combined entity cannot be predicted as it is a function of the market price at which such entity would trade, which depends, among other factors, on market perception of the combined entity’s strategic and market position, profitability, growth prospects, and risk profile. The sum of current standalone market capitalizations is not a reliable indicator of the market value of a combined entity;

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56% of Validus’s common shares are held by founding shareholders who are represented on Validus’s board of directors, leading to potential conflicts of interest with IPC’s unaffiliated shareholders. Validus has disclosed these potential conflicts of interests in its Annual Report on Form 10-K for the year ended December 31, 2008, stating: “Entities affiliated with some of our directors have sponsored or invested in, and may in the future sponsor or invest in, other entities engaged in or intending to engage in insurance and reinsurance underwriting, some of which compete with us. They have also entered into, or may in the future enter into, agreements with companies that compete with us. We have a policy in place applicable to each of our directors and officers which provides for the resolution of potential conflicts of interest. However, we may not be in a position to influence any party’s decision to engage in activities that would give rise to a conflict of interest, and they may take actions that are not in our shareholders’ best interests.” In addition, according to Validus’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 25, 2009, of Validus’s 11 directors, Validus believes only six are independent under the rules of the New York Stock Exchange. Of these six independent directors, IPC believes (based on Validus’s public disclosures) that only two directors are not affiliated with sponsoring shareholders that own substantial equity stakes;

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Validus’s offer does not provide for any of IPC’s directors to serve on the board of directors of Validus or any of its subsidiaries after consummation of the acquisition, nor does it provide for IPC’s management to have any role in the management of Validus or its subsidiaries after consummation of the acquisition. By contrast, under the amalgamation agreement with Max, IPC and Max have agreed to provide for representation from both companies’ independent directors on the combined entity’s board of directors (including IPC’s chairman as chairman of the combined entity) and for IPC’s management to have senior positions in the management of the combined entity, to seek to ensure the achievement of the objectives of the combined IPC/Max business plan. Validus stated in a press release dated April 2, 2009 that it would be willing to discuss continued board representation in the potential Validus-IPC combined entity with members of IPC’s board of directors; however, Validus has made no binding commitment in this regard;

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Validus may withdraw its offer or modify its offer (including the exchange ratio and other material terms of its offer);

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under the terms of amalgamation agreement, should IPC wish to change its recommendation of the amalgamation with Max in light of Validus’s offer, IPC would not have an opportunity to perform full due diligence on Validus to ascertain, among other things, the value of Validus’s investment portfolio and the expected future returns for IPC shareholders who would become shareholders of a combined Validus/IPC company;

¹²	Calculated as the sum of IPC’s standalone book value as of December 31, 2008 of approximately $1,850,947,000, Validus’s standalone book value as of December 31, 2008 of approximately $1,938,734,000, and no purchase accounting adjustments as any such adjustments are unknown as of this date.

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a combination between IPC and Validus likely could not be completed before September because (1) the proposed amalgamation with Max would have to be rejected by IPC shareholders before IPC would be able to conduct due diligence on and negotiate with Validus, (2) it is possible that IPC would decide not to enter into a transaction with Validus, and (3) even if IPC were to proceed with Validus at that time, Validus and IPC would both need to obtain consents under their credit facilities before the deal could close and would also need to achieve satisfactory indications from the ratings agencies regarding the ratings outcomes of such a combination; in contrast, the proposed amalgamation with Max is currently expected to close, with all regulatory approvals obtained, in the second quarter of 2009, and all lender consents necessary to close the amalgamation with Max have already been obtained; and

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the time required to close the Validus transaction would result in greater risk exposure of that transaction compared to the Max transaction due to the fact that a greater portion of the hurricane season would elapse before the closing of the Validus transaction.

The foregoing discussion of the information and factors considered by IPC’s board of directors is not intended to be exhaustive, but is believed to include the material factors considered by IPC’s board of directors. In view of the variety of factors considered in connection with its evaluation of the amalgamation agreement, the bye-law amendments, the authorized share capital increase, the name change, the share issuance, the election of directors to the board of the combined entity and the other transactions contemplated by the amalgamation agreement, IPC’s board of directors did not find it practicable to, and did not, quantify or otherwise assign specific weights to the factors considered in reaching its determination and recommendation. In addition, each of the members of IPC’s board of directors may have given differing weights to different factors. IPC’s board of directors believed that the positive factors discussed above outweighed the negative factors discussed above, especially after giving weight to the likelihood of occurrence.

As discussed under Recent Developments—Litigation Related to the Amalgamation, Validus has commenced litigation in the Supreme Court of Bermuda Commercial Court challenging the validity and enforceability of the $50 million termination fee and non-solicitation provisions of the amalgamation agreement. Validus contends that IPC’s board of directors acted in breach of duty and for an improper purpose in agreeing to these provisions and that the termination fee is an unlawful penalty. While at this time, it is not possible to determine the ultimate resolution of, or estimate the liability related to Validus’s lawsuit, based on its review of the complaint IPC believes that the allegations are without merit. These reciprocal provisions were the subject and result of arms-length negotiation between IPC and Max, in both cases with the assistance of their respective legal and financial advisors. IPC’s board of directors concluded that the provisions were proper and necessary in order to obtain and secure a proposal which they considered, after careful review, to be in the best interests of IPC and its shareholders. Both parties required that the termination and non-solicitation provisions agreed would have to be mutual, with each party being bound as it bound the other, and that the amalgamation agreement should not restrict either party’s board, in accordance with their fiduciary duties, from considering an alternative proposal that such party’s board considered to be a superior proposal which was in the best interests of such party to pursue.

When determining that Validus’s offer was not a superior proposal, as defined in the amalgamation agreement with Max, IPC’s board of directors was not impeded by, and Validus was not disadvantaged by, the non-solicitation provisions of the amalgamation agreement. IPC’s board of directors determined that the terms of Validus’s offer and the public information available regarding Validus were a sufficient basis for determining that Validus’s offer was not a superior proposal for the reasons discussed previously in this section —Reasons Why IPC’s Board of Directors Recommends Approval of the Amalgamation.

Reasons Why Max’s Board of Directors Recommends Approval of the Amalgamation

flexibility. This greater scale and addition of capital should enhance the combined entity’s ability to capitalize on emerging opportunities in the property and casualty market. The Max board believed these benefits outweighed the risks associated with the amalgamation, including the increased risks related to IPC’s property catastrophe reinsurance business until the combined entity’s catastrophe exposures can be reduced to Max’s existing risk standards.

In view of the number and wide variety of factors considered in connection with its evaluation of the amalgamation, Max’s board of directors did not attempt to quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination, and individual directors may have given different weight to different information and factors. Max’s board of directors viewed its approval and recommendation as being based on the totality of the information and factors presented to and considered by it. In reaching its decision, Max’s board of directors consulted with Max management with respect to strategic and operational matters. Max’s board of directors also consulted with Merrill Lynch with respect to the financial aspects of the transaction and Max’s legal advisors with respect to the amalgamation agreement and related issues.

Potential Benefits of the Combined Entity

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that the combined financial resources, including increased capital and stronger underwriting platform, with shareholders’ equity of approximately $3 billion at December 31, 2008, should lead to improved financial flexibility, a greater “margin of safety” in managing capital, and capital that will allow the combined entity to pursue other underwriting opportunities;

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the combined entity will have a diversified business with significant product depth, including a strong presence in specialty insurance, Lloyd’s and casualty lines, leading to a strong franchise servicing the property and casualty insurance and reinsurance markets;

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that the businesses of IPC and Max are complementary with limited overlap between Max’s diversified insurance/reinsurance platforms and IPC’s property catastrophe reinsurance platform;

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the combined entity will have experienced management and underwriting teams with long-standing industry knowledge and relationships;

The Amalgamation Consideration

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the exchange ratio of 0.6429, and the other terms and conditions of the amalgamation agreement, including the termination provisions, resulted from extensive arms-length negotiations between Max and its advisors, on the one hand, and IPC and its advisors, on the other hand;

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the fact that Max’s board of directors received an opinion from its financial advisor, Merrill Lynch, that the exchange ratio of 0.6429 is fair from a financial point of view, as of the date of the opinion, to the Max shareholders, other than IPC and its affiliates, as described in —Opinion of Merrill Lynch, Pierce, Fenner, & Smith Incorporated, Financial Advisor to Max’s Board below;

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the fact that, because the amalgamation consideration to be received by Max shareholders will be in the form of common shares of the combined entity, Max shareholders will have a meaningful opportunity to participate in any appreciation in the combined entity’s share price;

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the fact that, because there is no lock-up on the combined entity’s common shares that Max’s shareholders will receive in the amalgamation, a Max shareholder, other than certain Max shareholders who are considered “affiliates” of Max for purposes of U.S. securities laws, has the ability to monetize its holdings immediately if it wishes to do so;

Certain Provisions of the Amalgamation Agreement

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the fact that the amalgamation agreement allows Max’s board of directors to change or withdraw its recommendation of the amalgamation, provided that following such a change IPC may terminate the amalgamation agreement and receive a termination fee, as described in The Amalgamation Agreement—Termination of the Amalgamation Agreement below;

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the fact that the amalgamation agreement restricts IPC from soliciting, considering or responding to third party acquisition proposals, restricts IPC from terminating the amalgamation agreement to accept a superior proposal prior to the IPC meeting and requires IPC to submit the share issuance, IPC bye-law amendments, name change and the election of Max directors to the combined entity’s board of directors to IPC’s shareholders for a vote, as described in The Amalgamation Agreement—Restrictions on Solicitation of Acquisition Proposals by IPC and Max below;

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Likelihood of Consummating the Amalgamation

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the fact that no external financing is required for the transaction, as well as the fact that IPC and Max have already secured amendments to their existing syndicated credit facilities that permit them to effect the amalgamation and that there is no condition to closing related to the receipt of any other financing amendments;

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Max’s board of directors’ belief that the conditions to closing the amalgamation as described in The Amalgamation Agreement—Conditions to the Amalgamation below are capable of being satisfied;

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Max’s board of directors’ belief, based on advice from outside legal counsel, that the amalgamation is likely to receive necessary regulatory approvals in a relatively timely manner without material adverse conditions;

Certain Shareholder Safeguards

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the fact that Max’s board of directors consulted with its legal counsel, Akin Gump Strauss Hauer & Feld LLP and Conyers Dill & Pearman, and financial advisor, Merrill Lynch, in evaluating, negotiating, recommending and adopting the terms of the amalgamation agreement;

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the fact that the transaction will only occur if it is approved by a majority of the votes cast on the relevant proposal at the Max special meeting or, if the amendment to the Max bye-laws permitting the shareholders of Max to approve an amalgamation by a majority vote is not approved and adopted by the shareholders of Max, a supermajority vote of three-fourths of the votes cast on the relevant proposal at the Max special meeting;

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the availability of appraisal rights to a Max shareholder who does not vote in favor of the amalgamation agreement and the amalgamation and who is not satisfied that it has been offered fair value for its Max common shares, subject to such shareholder applying to the Supreme Court of Bermuda to appraise the fair value of its Max common shares, within one month after the date of the giving of notice convening the Max special meeting;

Additional Considerations

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the fact that the amalgamation will provide the combined entity with capital in an economic climate where there is limited access to capital on reasonable terms;

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the fact that the amalgamation agreement permits Max to continue to declare and pay regular quarterly cash dividends at its current levels;

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Max’s board of directors’ belief that the combined entity will be able to change its business model in response to changes in the markets; and

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the fact that Max’s senior management will play an important role in the management of the combined entity.

Max’s board of directors considered the potential risks in making its determination and recommendation, including the following:

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Max’s board of directors’ consideration of Max’s due diligence in connection with the amalgamation, including its consideration of the potential risks related to IPC’s monoline property catastrophe reinsurance business and difficulty in assessing losses; the ability to collect IPC’s ceded reinsurance; the expected impact of purchase accounting on Max’s reserves; the compatibility of IPC’s and Max’s information technology infrastructure; the ability to manage the aggregation of catastrophe risk that will result initially from the amalgamation; the impact of the amalgamation on change in control provisions under IPC’s and Max’s financing arrangements, employee compensation and benefit plans, and reinsurance and insurance agreements; the risks associated with pending litigation and claims; and other commitments and contingencies;

•

the risk of A.M. Best giving the combined entity a lower than anticipated rating following the amalgamation;

•

the fact that, in the future, opportunities for a business combination could become available that might permit Max to increase its capital base on more favorable terms than at present;

•

the effect of public announcement of the amalgamation on Max’s share price if Max shareholders or IPC shareholders do not view the amalgamation positively;

•

the potential disruption to Max’s business that could result from the announcement of the amalgamation, including the diversion of management and employee attention and employee attrition;

•

the possibility that the amalgamation might not be completed and the risks and costs to Max if the amalgamation is not completed, including the potential effect of the resulting public announcement of termination of the amalgamation agreement on, among other things, the market price for Max common shares, its operating results, its ability to attract and retain key personnel and agents and its ability to complete an alternative transaction. The amalgamation might not be completed, or might be unduly delayed, due to:

•

difficulties in obtaining the requisite shareholder approval;

•

difficulties in obtaining requisite regulatory approvals or regulatory authorities’ withholding consent or seeking to block the amalgamation;

•

the occurrence of a material adverse effect on either company’s business;

•

value during the same period (with any increase in a party’s book value since December 31, 2008, deemed to be no change for purposes of measuring the 20 percentage point differential) (see The Amalgamation Agreement—Book Value Calculations below);

•

the fact that IPC has the right to terminate the amalgamation agreement if the total number of dissenting Max common shares for which appraisal rights have been exercised pursuant to Bermuda law exceeds 15% of the outstanding Max common shares, as described in The Amalgamation Agreement—Termination of the Amalgamation Agreement below;

•

the fact that, subject to compliance with certain obligations under the amalgamation agreement, IPC’s board of directors may change or withdraw its recommendation of the amalgamation, provided that following such a change Max may terminate the amalgamation agreement and receive a termination fee, as described in The Amalgamation Agreement—Termination of the Amalgamation Agreement below;

•

the fact that IPC shareholders may fail to approve the amalgamation;

•

the terms of the amalgamation agreement that place certain limitations on Max’s ability to solicit, consider or respond to third party acquisition proposals and that prohibit Max from terminating the amalgamation agreement to accept a superior proposal prior to the Max special meeting;

•

the fact that Max may be required to pay IPC the termination fee of $50 million, as described in The Amalgamation Agreement—Termination of the Amalgamation Agreement below impacting Max’s ability to complete an alternative transaction;

•

the possibility that the IPC shareholders and the Max shareholders may not react favorably to the amalgamation, and the execution risk and additional costs that would be required to complete the amalgamation as a result of any legal actions brought by the IPC shareholders or legal actions and appraisal actions brought by the Max shareholders;

•

the fact that certain directors and officers of Max have interests in the amalgamation that are different from, or in addition to, those of Max’s shareholders generally, as described in —Interests of IPC Directors and Executive Officers in the Amalgamation below;

•

the restrictions on the conduct of Max’s business prior to the closing of the amalgamation, requiring Max to conduct its business in the ordinary course, subject to specific limitations, which may delay or prevent Max from undertaking business opportunities that may arise pending completion of the amalgamation; and

•

the risks described in this joint proxy statement/prospectus under Risk Factors.

Opinion of J.P. Morgan Securities Inc., Financial Advisor to IPC’s Board

Pursuant to an engagement letter dated February 29, 2008, IPC retained JPMorgan as its financial advisor in connection with IPC’s analysis and consideration of various strategic alternatives. Pursuant to an engagement letter dated January 15, 2009, IPC retained JPMorgan as its financial advisor in connection with the amalgamation, and to evaluate whether the exchange ratio proposed in the amalgamation was fair, from a financial point of view, to IPC.

At the meeting of IPC’s board of directors on March 1, 2009, JPMorgan rendered its oral opinion, subsequently confirmed in writing on the same day, to IPC’s board of directors that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the exchange ratio in the proposed amalgamation was fair, from a financial point of view, to IPC. No limitations were imposed by IPC’s board of directors upon JPMorgan with respect to the investigations made or procedures followed by it in rendering its opinions. The issuance of JPMorgan’s opinion was approved by a fairness opinion committee of JPMorgan on March 1, 2009.

In arriving at its opinion, JPMorgan, among other things:

•

reviewed a draft dated February 28, 2009, of the amalgamation agreement;

•

reviewed certain publicly available business and financial information concerning IPC and Max and the industries in which they operate;

•

compared the financial and operating performance of IPC and Max with publicly available information concerning certain other companies JPMorgan deemed relevant and reviewed the current and historical market prices of IPC common shares and Max common shares and certain publicly traded securities of such other companies;

•

reviewed certain financial analyses and forecasts provided by the management of IPC and/or Max, or prepared as directed by the management of IPC, relating to the business of IPC, Max and the combined entity; and

•

performed such other financial studies and analyses and considered such other information as JPMorgan deemed appropriate for the purposes of its opinion.

JPMorgan also held discussions with certain members of the management of IPC and Max with respect to certain aspects of the amalgamation, and the past and current business operations of IPC and Max, the financial condition and future prospects and operations of IPC and Max, the effects of the amalgamation on the financial condition and future prospects of IPC, the combined entity and certain other matters JPMorgan believed necessary or appropriate to its inquiry.

JPMorgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with JPMorgan by IPC or Max or otherwise reviewed by or for JPMorgan and JPMorgan has not independently verified (nor has it assumed responsibility or liability for independently verifying) any such information or its accuracy or completeness. JPMorgan did not conduct any valuation or appraisal of any assets or liabilities, nor did JPMorgan evaluate the solvency of IPC or Max under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. JPMorgan was not provided with any valuation or appraisal of any assets or liabilities on which it was permitted to or did rely. In relying on financial analyses and forecasts provided to it or prepared as directed by the management of IPC or derived from any of the foregoing, JPMorgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of IPC, Max and the combined entity, to which such analyses or forecasts relate, except that with respect to the “alternative loss ratios” (as defined below), JPMorgan assumed that they were reasonably prepared by the “IPC consultants” (as defined below) based on their market knowledge, their operational assessments of Max, and reasonableness tests based upon industry benchmarks of estimated ultimate losses by line of business for historical years. JPMorgan noted that the management of IPC had directed it to perform its analysis (1) with respect to Max, based on both the “Max case 1” (as defined below) and the “Max case 2” (as defined below) and (2) with respect to the combined entity, based on both the “combined entity case 1” (as defined below) and the “combined entity case 2” (as defined below). JPMorgan expressed no view as to analyses or forecasts referred to herein or the assumptions on which they were based, including the alternative loss ratios. JPMorgan also assumed that the amalgamation and the other transactions contemplated by the amalgamation agreement will qualify as a tax-free reorganization for U. S. federal income tax purposes, will have the purchase

accounting consequences described in discussions with, and materials furnished to JPMorgan by, representatives of IPC and Max and will be consummated as described in the amalgamation agreement, and that the definitive amalgamation agreement would not differ in any material respect from the draft thereof provided to JPMorgan. JPMorgan also assumed that the representations and warranties made by IPC and Max in the amalgamation agreement and the related agreements are and will be true and correct in all ways material to its analysis. JPMorgan is not a legal, regulatory, actuarial or tax expert and relied on the assessments made by advisors to IPC with respect to such issues. JPMorgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the closing of the amalgamation will be obtained without any adverse effect on IPC or Max or on the contemplated benefits of the amalgamation.

JPMorgan’s opinion is based on economic, market and other conditions as in effect on, and the information made available to JPMorgan as of, the date of such opinion. Subsequent developments may affect JPMorgan’s opinion, and JPMorgan does not have any obligation to update, revise, or reaffirm such opinion. In arriving at its opinion, JPMorgan did not evaluate Validus’s offer, which was delivered to IPC on March 31, 2009, after the date of JPMorgan’s opinion. JPMorgan’s opinion is limited to the fairness, from a financial point of view, to IPC of the exchange ratio in the proposed amalgamation, and JPMorgan has expressed no opinion as to the fairness of the amalgamation to, or any consideration to be received by, the holders of any class of securities, creditors or other constituencies of IPC or the underlying decision by IPC to engage in the amalgamation. Furthermore, JPMorgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the amalgamation, or any class of such persons relative to the exchange ratio in the amalgamation or with respect to the fairness of any such compensation. JPMorgan expressed no opinion as to the price at which IPC’s common shares or Max’s common shares will trade at any future time, whether before or after the closing of the amalgamation.

The terms of the amalgamation agreement, including the consideration payable, were determined through negotiations between IPC and Max and were approved by both boards of directors. The decision to enter into the amalgamation agreement was solely that of IPC’s board of directors. The JPMorgan opinion and financial analyses were only one of the many factors considered by IPC in its evaluation of the amalgamation and should not be viewed as determinative of the views of IPC’s board of directors or IPC’s management with respect to the amalgamation or the exchange ratio.

In accordance with customary investment banking practice, JPMorgan employed generally accepted valuation methods in reaching its opinion. The following is a summary of the material financial analyses utilized by JPMorgan in connection with providing its opinion and does not purport to be a complete description of the analysis underlying JPMorgan’s opinion. Some of the summaries of financial analyses are presented in tabular format. To fully understand the financial analyses, the tables should be read together with the text of each summary. Considering the data set forth in the table without considering the narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses.

Projections

In performing its analysis of IPC, JPMorgan relied on (1) certain financial analyses and forecasts provided by the management of IPC reflecting IPC continuing as a monoline property catastrophe company, which were prepared by IPC management in connection with the proposed amalgamation for the period 2009 to 2018 and are referred to in this joint proxy statement/prospectus as the “monoline case,” (2) certain financial analyses and forecasts provided by the management of IPC reflecting IPC’s expansion into additional lines of business and geographic locations including a Lloyd’s platform, a crop reinsurance quota share business and certain specialty reinsurance areas, which were prepared by IPC management in connection with the proposed amalgamation for the period 2009 to 2018 and are referred to in this joint proxy statement/prospectus as the “organic growth case,” and (3) certain internal analyses and forecasts provided by the management of IPC reflecting a run-off of IPC’s business, which were prepared by IPC management in connection with the proposed amalgamation for the period 2009 to 2012 and are referred to in this joint proxy statement/prospectus as the “run-off case.”

In performing its analysis of Max, JPMorgan relied on (1) certain internal financial analyses and forecasts for Max prepared by the management of Max as adjusted as directed by the management of IPC to account for certain assumptions developed jointly by the managements of IPC and Max, which were prepared in connection with the proposed amalgamation for the period 2009 to 2018 and are referred to in this joint proxy statement/prospectus as the “Max case 1,” and (2) an alternative set of financial analyses and forecasts for Max based on the Max case 1 as adjusted as directed by the management of IPC to account for certain alternative loss ratio estimates (the “alternative loss ratios”) developed by an independent consulting firm retained by IPC (which we refer to as the “IPC consultants”), which analyses and forecasts were prepared in connection with the proposed amalgamation for the period 2009 to 2018 and are referred to in this joint proxy statement/prospectus as the “Max case 2.”

In performing its analysis of the combined entity, JPMorgan relied on (1) certain internal financial analyses and forecasts relating to the combined entity prepared jointly by the managements of IPC and Max, or as directed by the management of IPC, which were prepared in connection with the proposed amalgamation for the period 2009 to 2018 and are referred to in this joint proxy statement/prospectus as the “combined entity case 1,” and (2) an alternative set of financial analyses and forecasts for the combined entity based on the combined entity case 1 as adjusted as directed by the management of IPC to account for the alternative loss ratios, which analyses and forecasts were prepared in connection with the proposed amalgamation for the period 2009 to 2018 and are referred to in this joint proxy statement/prospectus as the “combined entity case 2.”

The projections relied upon by JPMorgan for IPC, Max and the combined entity were provided by the management of IPC and/or Max in connection with the proposed amalgamation, or prepared as directed by the management of IPC in connection with the proposed amalgamation. Neither IPC nor Max publicly discloses internal management projections of the type relied upon by JPMorgan in connection with JPMorgan’s analysis of the amalgamation, and such projections were not prepared with a view toward public disclosure. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of management, including, without limitation, factors related to general economic and competitive conditions, prevailing interest rates and catastrophic events. Accordingly, actual results could vary significantly from those set forth in such projections.

Historical exchange ratio analysis. JPMorgan reviewed the per share daily closing market price of IPC common shares and Max common shares over the previous year and calculated the implied historical exchange ratios during this period by dividing the daily closing prices per share of Max common shares by those of IPC common shares. JPMorgan compared the maximum and minimum implied exchange ratio over the period to the 0.6429x exchange ratio in the proposed amalgamation. The analysis resulted in an historical high implied exchange ratio range of 1.0413x and an historical low implied exchange ratio of 0.3986x, in each case for the period from February 27, 2008, to February 27, 2009.

Public Trading Multiples. Using publicly available information, JPMorgan compared selected financial data of IPC and Max with similar data for selected publicly traded companies engaged in businesses which JPMorgan judged to be analogous to IPC and Max. The companies selected by JPMorgan were as follows:

•

Aspen Insurance Holdings;

•

IPC Holdings, Ltd.;

•

Max Capital Group Ltd.;

•

Montpelier Re Holdings;

•

Platinum Underwriters Holdings Ltd.; and

•

RenaissanceRe Holdings Ltd.

These companies were selected, among other reasons, because they are Bermuda-based insurers/reinsurers with significant reinsurance businesses, have similar competitive dynamics and have a similar capital base to each of IPC and Max.

JPMorgan reviewed, among other information, (1) the price per share of the particular company compared to calendar year 2009 earnings per share as estimated by Wall Street analysts to determine a range of multiples of the ratio of the price per share to 2009 estimated earnings per share, and (2) the market value of the particular company’s equity compared to actual book value of equity as of December 31, 2008, to determine a range of multiples of the ratio of the market value of equity to actual book value of equity as of December 31, 2008, for the selected companies.

The analysis indicated that the range of the ratio of the price per share to 2009 estimated earnings per share was from 5.3x to 6.0x. JPMorgan applied the range to IPC and Max and calculated the following implied equity values per share for each using projected 2009 net income for each of the cases set forth below.


Implied Equity Value per Share—Price to 2009 Earnings per Share
	IPC				Max
	Monoline Case		Organic Growth Case		Case 1		Case 2
High	$	26	$	26	$	17	$	15
Low		23		23		15		13

JPMorgan then calculated (1) the ratio of the lowest implied equity value per share for IPC to the highest implied equity value per share for Max, and (2) the ratio of the highest implied equity value per share for IPC and the lowest implied equity value per share for Max to derive an implied exchange ratio range as shown below, as compared to the exchange ratio in the proposed amalgamation of 0.6429x. The analysis was repeated for the following combinations of projections for IPC and Max: (i) the monoline case to the Max case 1, (ii) the monoline case to the Max case 2, (iii) the organic growth case to the Max case 1, and (iv) the organic growth case to the Max case 2.


Implied Exchange Ratio Analysis—Price to 2009 Earnings per Share
	Exchange ratio
Monoline Case to Max Case 1
Highest IPC equity value per share to lowest Max equity value per share	0.5862	x
Lowest IPC equity value per share to highest Max equity value per share	0.7512

Monoline Case to Max Case 2
Highest IPC equity value per share to lowest Max equity value per share	0.5075	x
Lowest IPC equity value per share to highest Max equity value per share	0.6504

Organic Growth Case to Max Case 1
Highest IPC equity value per share to lowest Max equity value per share	0.5841	x
Lowest IPC equity value per share to highest Max equity value per share	0.7486

Organic Growth Case to Max Case 2
Highest IPC equity value per share to lowest Max equity value per share	0.5057	x
Lowest IPC equity value per share to highest Max equity value per share	0.6481

Additionally, the analysis indicated that the range of the ratio of the market value of equity to actual book value of equity as of December 31, 2008, was from 0.75x to 0.95x. JPMorgan applied the range to IPC and Max and calculated the following implied equity values per share for each using the actual book value of equity as of December 31, 2008.

JPMorgan then calculated (1) the ratio of the lowest implied equity value per share for IPC to the highest implied equity value per share for Max and (2) the ratio of the highest implied equity value per share for IPC and the lowest implied equity value per share for Max to derive an implied exchange ratio range of 0.4994x to 0.8013x, as compared to the exchange ratio in the proposed amalgamation of 0.6429x.

Dividend Discount Model Analysis. JPMorgan conducted a dividend discount model analysis for each of IPC, Max and the combined entity for the purpose of determining the fully diluted implied equity value per share of each of IPC and Max on a stand-alone basis as well as the combined entity. A dividend discount model analysis is a method of evaluating the equity value of a company using estimates of the future dividends to shareholders generated by the company and taking into consideration the time value of money with respect to those future dividends by calculating their “present value.” “Present value” refers to the current value of future dividends to shareholders paid by the company, and is obtained by discounting those future dividends back to the present using a discount rate that takes into account macro-economic assumptions, estimates of risk, the opportunity cost of capital, and other appropriate factors.

Based on the net income that IPC, Max and the combined entity are expected to generate during fiscal years 2009 through 2018 and JPMorgan calculated the maximum possible dividends that can be paid out in each year subject to an operating leverage (net premiums written divided by shareholders’ equity) constraint and statutory constraints, assuming no capital is returned through share repurchases. The dividend stream for the years 2009 through 2018 was then discounted to present values using a range of discount rates from 12.0% to 14.0%, which was chosen by JPMorgan based upon an analysis of the cost of equity of IPC and Max. JPMorgan also calculated a range of terminal values for IPC, Max and the combined entity at the end of the 10-year period ending 2018 by applying a perpetual dividend growth rate ranging from 1.5% to 2.5% and discounted the terminal value using a range of discount rates from 12.0% to 14.0. “Terminal value” refers to the capitalized value of all future dividends to shareholders paid by the company for periods beyond the final forecast period.

JPMorgan carried out the foregoing analysis based upon the monoline case and organic growth case for IPC, the Max case 1 and the Max case 2 for Max, and the combined entity case 1 and the combined entity case 2 for the combined entity.

JPMorgan also conducted a dividend discount model analysis for the run-off case. The run-off case assumes no new premiums are written beginning in 2010, with the majority of capital returned as dividends as reserves are paid out, and the remaining value recovered through the sale of IPC at the end of 2012. JPMorgan calculated the maximum possible dividends that can be paid out during fiscal years 2009 through 2012, and discounted the resulting dividend stream to present values using a range of discount rates from 12.0% to 14.0%. JPMorgan also calculated a range of terminal values for the run-off case at the end of the four-year period ending 2012 by applying an exit multiple range of 0.75x to 0.85x to projected December 31, 2012, book value and discounted the terminal value using a range of discount rates from 12.0% to 14.0%.

The analysis yielded the following implied equity value per share of IPC and Max in the cases set forth below:


Implied Equity Value per Share—Dividend Discount Model
	IPC						Max
	Monoline Case		Organic Growth Case		Run-off Case		Case 1		Case 2
High	$	32	$	36	$	27	$	31	$	27
Mid-point		28		31		26		27		24
Low		25		27		25		24		22

the lowest implied equity value per share for Max to derive an implied exchange ratio range as shown below, as compared to the exchange ratio in the proposed amalgamation of 0.6429x. The analysis was repeated for the following combinations of projections for IPC and Max: (i) the monoline case to the Max case 1, (ii) the monoline case to the Max case 2, (iii) the organic growth case to the Max case 1, and (iv) the organic growth case to the Max case 2.


Implied Exchange Ratio Analysis—Dividend Discount Model
	Exchange ratio
Monoline Case to Max Case 1
Highest IPC equity value per share to lowest Max equity value per share	0.7624	x
Lowest IPC equity value per share to highest Max equity value per share	1.2214

Monoline Case to Max Case 2
Highest IPC equity value per share to lowest Max equity value per share	0.6832	x
Lowest IPC equity value per share to highest Max equity value per share	1.0878

Organic Growth Case to Max Case 1
Highest IPC equity value per share to lowest Max equity value per share	0.6669	x
Lowest IPC equity value per share to highest Max equity value per share	1.1196

Organic Growth Case to Max Case 2
Highest IPC equity value per share to lowest Max equity value per share	0.5977	x
Lowest IPC equity value per share to highest Max equity value per share	0.9972

Value creation analysis. JPMorgan also performed an illustrative value creation analyses which respect to IPC using the valuation derived from the dividend discount model analysis and comparing (1) the implied equity value and equity value per share of IPC stand-alone for each of (a) the monoline case, (b) the organic growth case and (c) the run-off case to (2) IPC shareholders’ pro rata share, as implied by the exchange ratio of 0.6429x, of the implied equity value and equity value per share of the combined entity.

The value creation analysis was first performed using the combined entity case 1 and the combined entity case 2 to value the combined entity, which yielded the following implied equity value accretion per IPC common share:


Value Creation Analysis	% Increase
Combined Business Case 1 compared to
Organic Growth Case	31	%
Monoline Case	46
Run-off Case	56

Combined Business Case 2 compared to
Organic Growth Case	25	%
Monoline Case	40
Run-off Case	49

The value creation analysis was then repeated assuming no overall value creation. The equity value of the combined entity assuming no overall value creation is equal to the sum of the equity value of IPC stand-alone and Max stand-alone based on the midpoint valuation derived from the dividend discount model analysis. This analysis assuming no overall value creation was performed using the following combinations of projections for IPC and Max to calculate the equity value of the combined entity.

•

For comparison to the monoline case for IPC stand-alone: (1) sum of the monoline case and Max case 1 and (2) sum of the monoline case and Max case 2.

•

For comparison to the organic growth case for IPC stand-alone: (1) sum of the organic growth case and Max case 1 and (2) sum of the organic growth case and Max case 2.

•

For comparison to the run-off case for IPC stand-alone: (1) sum of the run-off case and Max case 1 and (2) sum of the run-off case and Max case 2.


Value Creation Analysis—Assuming No Overall Value Creation	% Increase
Sum of Max Case 1 and respective IPC stand-alone case, compared to
Organic Growth Case	14	%
Monoline Case	21
Run-off Case	25

Sum of Max Case 2 and respective IPC stand-alone case, compared to
Organic Growth Case	8	%
Monoline Case	14
Run-off Case	18

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by JPMorgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. JPMorgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. In arriving at its opinion, JPMorgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, JPMorgan considered the totality of the factors and analyses performed in determining its opinion and made its determination as to fairness based on its professional judgment and after considering the results of all its analyses. Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by JPMorgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, JPMorgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be bought or sold. None of the selected companies reviewed as described in the above summary is identical to IPC or Max. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of JPMorgan’s analysis, may be considered similar to those of IPC. The analyses necessarily involve complex considerations and judgments concerning, with respect to the selected companies, differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to IPC or Max.

As a part of its investment banking business, JPMorgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for estate, corporate and other purposes. JPMorgan was selected to advise IPC with respect to the amalgamation and deliver an opinion to IPC’s board of directors with respect to the amalgamation on the basis of such experience and its familiarity with IPC.

For services rendered in connection with the amalgamation (including the delivery of its opinion), IPC has agreed to pay JPMorgan customary compensation in respect thereof, a substantial portion of which will become payable only if the proposed amalgamation is consummated. See The Amalgamation—Sources of Funds, Fees and Expenses. In addition, IPC has agreed to reimburse JPMorgan for its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify JPMorgan against certain liabilities arising out of JPMorgan’s engagement by IPC, including liabilities arising under the federal securities laws. In certain circumstances, if the amalgamation agreement is terminated and IPC receives the termination fee as

described in The Amalgamation Agreement—Termination of the Amalgamation Agreement, JPMorgan will be entitled to a portion of the termination fee IPC receives.

JPMorgan and its affiliates have had commercial or investment banking relationships with IPC in the past for which it and such affiliates have received customary compensation. For the two years preceding the date of JPMorgan’s opinion, such services have included an engagement to act as financial advisor to IPC in connection with its analysis and consideration of various potential strategic alternatives. That engagement resulted in JPMorgan’s engagement to act as IPC’s financial advisor in connection with the amalgamation. In addition, JPMorgan’s commercial banking affiliate is a lender under the outstanding $500 million senior credit facilities of IPC (the “IPC credit facility”), for which it receives customary compensation or other financial benefits. IPC credit facility was amended in connection with the amalgamation and such amendment resulted in the payment of customary compensation to JPMorgan’s affiliate and in certain of the terms under IPC credit facility being amended to be more favorable to the lenders thereunder. In the ordinary course of their businesses, JPMorgan and its affiliates may actively trade the debt and equity securities of IPC or Max for their own accounts or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities.

Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Financial Advisor to Max’s Board

Max engaged Merrill Lynch, pursuant to a letter agreement effective as of November 1, 2008, to act as Max’s financial advisor and provide an opinion as to the fairness, from a financial point of view, of the exchange ratio to Max shareholders, other than IPC and its affiliates, in a possible transaction with Max.

In connection with the proposed amalgamation, on March 1, 2009, Merrill Lynch rendered an oral opinion, which it later confirmed in writing on the same date, that, as of that date, and based upon and subject to the various assumptions and limitations described in the opinion, the exchange ratio was fair from a financial point of view to the Max shareholders, other than IPC and its affiliates.

The full text of Merrill Lynch’s opinion, dated as of March 1, 2009, is attached as Annex E and is incorporated into this joint proxy statement/prospectus by reference. Max shareholders are encouraged to read Merrill Lynch’s opinion carefully in its entirety. Merrill Lynch’s opinion was provided to the board of directors of Max in connection with its evaluation of the amalgamation. It relates only to the fairness, from a financial point of view, of the exchange ratio to the Max shareholders, other than IPC and its affiliates, and does not constitute a recommendation to any Max shareholder as to how such shareholder should vote or act with respect to any matters relating to the amalgamation. The board of directors of Max has not instructed Merrill Lynch to prepare, and Merrill Lynch has not prepared, a valuation of Max or any of its securities or assets, and the opinion should not be construed as such. The following is a summary of Merrill Lynch’s opinion, including the procedures followed, the assumptions made, the matters considered and the limitations on review undertaken by Merrill Lynch in rendering its opinion. Although Merrill Lynch participated in negotiations among the parties, Merrill Lynch did not determine or recommend the exchange ratio. Instead exchange ratio was determined by the Max board of directors following negotiations with IPC.

In arriving at its opinion, Merrill Lynch, among other things:

•

reviewed certain publicly available business and financial information relating to Max and IPC and the industries in which they operate;

•

reviewed certain information, including financial forecasts, relating to the business, earnings, cash flow, assets, liabilities and prospects of Max and IPC, as well as the amount and timing of the cost savings and related expenses furnished to Merrill Lynch by Max and IPC, respectively;

•

reviewed reports prepared by actuaries for Max and IPC, respectively;

•

conducted discussions with members of senior management and representatives of Max and IPC;

•

reviewed the market prices, valuation multiples and results of operations for the shares of Max and IPC and compared them with those of certain publicly traded companies;

•

compared the proposed financial terms of the amalgamation with the financial terms of certain other transactions;

•

participated in certain discussions and negotiations among representatives of Max and IPC and their financial and legal advisors;

•

reviewed the potential pro forma impact of the amalgamation;

•

reviewed a draft of the amalgamation agreement dated February 28, 2009; and

•

reviewed such other financial studies and analyses and took into account such other matters as Merrill Lynch deemed necessary, including its assessment of general economic, market and monetary conditions.

In preparing its opinion, Merrill Lynch assumed and relied on the accuracy and completeness of all information supplied or otherwise made available to it, discussed with or reviewed by or for it, or that was publicly available, and Merrill Lynch did not assume any responsibility for independently verifying such information or undertaking an independent evaluation or appraisal of any of the assets or liabilities of Max or IPC, nor was Merrill Lynch furnished with any such evaluation or appraisal. Merrill Lynch did not evaluate the capitalization, reserves, solvency or fair value of Max or IPC under any laws relating to financial institutions, bankruptcy, insolvency or similar matters. In addition, Merrill Lynch did not assume any obligation to conduct any inspection of the properties or facilities of Max or IPC. With respect to the financial forecast information and expected cost savings furnished to or discussed with Merrill Lynch by Max or IPC, Merrill Lynch assumed that they had been reasonably prepared and reflected the best then currently available estimates and judgment of Max’s or IPC’s management as to the expected future financial performance of Max or IPC, as the case may be. Merrill Lynch further assumed that the amalgamation will qualify as a tax-free reorganization for U.S. federal income tax purposes. Merrill Lynch also assumed that the final form of the amalgamation agreement will be substantially similar to the last draft reviewed by Merrill Lynch on February 28, 2009.

Merrill Lynch’s opinion was necessarily based upon market, economic and other conditions as they existed and could be evaluated on the date of the opinion, and upon the information made available to Merrill Lynch as of the date of the opinion. Merrill Lynch assumed that in the course of obtaining the necessary regulatory or other consents or approvals (contractual or otherwise) for the amalgamation, no restrictions, including any divestiture requirements or amendments or modifications, will be imposed that will have a material adverse effect on the contemplated benefits of the amalgamation.

In connection with the preparation of the opinion, Merrill Lynch was neither authorized by Max or Max’s board of directors to solicit, nor did Merrill Lynch solicit, third party indications of interest for the acquisition of all or any part of Max.

Merrill Lynch’s opinion was addressed to the board of directors of Max and addressed only the fairness, from a financial point of view, as of the date of the opinion, of the exchange ratio to Max’s shareholders, other than IPC and its affiliates. The opinion was for the use and benefit of the board of directors of Max, did not address the merits of the underlying decision by Max to enter into the amalgamation agreement or consummate the amalgamation and did not constitute a recommendation to any shareholder as to how such shareholder should vote on the amalgamation or any matter related thereto. In addition, Max did not asked Merrill Lynch to address, and the opinion did not address the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of Max, other than the holders of Max’s common shares. In rendering the opinion, Merrill Lynch expressed no view or opinion with respect to the fairness (financial or otherwise) of the amount or nature or any other aspect of any compensation payable to or to be received by any officers, directors, or employees of any parties to the amalgamation, or any class of such persons, relative to the exchange ratio or the prices at which shares of Max or shares in the share capital of IPC will trade following the announcement or closing of the amalgamation.

Merrill Lynch is acting as financial advisor to Max in connection with the amalgamation and will receive a fee from Max for its services, a significant portion of which is contingent upon closing of the amalgamation. In addition, Max has agreed to indemnify Merrill Lynch for certain liabilities arising out of Merrill Lynch’s engagement.

Merrill Lynch and its affiliates are currently and have, in the past, provided financial advisory and financing services to Max and IPC and their respective affiliates and may continue to do so and have received, and may receive, fees for the rendering of such services. One of Merrill Lynch’s affiliates is currently a lender to Max. In addition, in the ordinary course of our business, Merrill Lynch and its affiliates may actively trade shares of Max, as well as securities of IPC, for their own account and for the accounts of customers and, accordingly, may at any time hold a long or short position in such securities.

Summary of Merrill Lynch Presentation

At the March 1, 2009, meeting of Max’s board of directors Merrill Lynch made a presentation of financial analyses relating to the exchange ratio. The following is a summary of the material financial analyses contained in the presentation that Merrill Lynch delivered to Max’s board of directors in connection with its March 1, 2009, opinion.

The fact that any specific analysis has been referred to in the summary below and in this proxy statement is not meant to indicate that such analysis was given more weight than any other analysis by Merrill Lynch. Merrill Lynch did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis.

The following summary is not a complete description of Merrill Lynch’s presentation or all of the analyses performed and factors considered by Merrill Lynch. Instead, it is a summary of the material financial analyses performed and factors considered by Merrill Lynch. Similarly, the order of appearance of any analysis described below does not imply that such analysis was more important than or was assigned a greater relative weight by Merrill Lynch than any other analysis.

With respect to the analysis of publicly traded companies and the analysis of transactions summarized below, such analyses reflect selected companies and transactions, and not necessarily all companies or transactions that may be considered relevant in evaluating Max or the amalgamation. In addition, no company or transaction used as a comparison is either identical or directly comparable to Max or the amalgamation. These analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading or acquisition values of the companies concerned.

The estimates of future performance of Max provided by Max’s management in or underlying Merrill Lynch’s analyses are not necessarily indicative of future results or values, which may be significantly more or less favorable than those estimates. In performing its analyses, Merrill Lynch considered industry performance, general business and economic conditions and other matters, many of which are beyond Max’s control. Estimates of the financial value of companies do not purport to be appraisals or reflect the prices at which such companies actually may be sold.

The exchange ratio was determined through negotiation between Max and IPC, and the decision to enter into the amalgamation agreement was solely that of IPC and Max. The financial analyses of Merrill Lynch were only some of many factors considered by the board of directors of Max in its evaluation of the amalgamation and should not be viewed as determinative of the views of Max with respect to the amalgamation or the exchange ratio.

Except as otherwise noted, the following information, to the extent it is based on market data, is based on market data as it existed on or before February 27, 2009, the last trading day prior to the entry by Max and IPC into the amalgamation agreement, and is not necessarily indicative of current market conditions.

Summary of Imputed Share Values and Exchange Ratios. Merrill Lynch assessed the fairness of the exchange ratio by assessing the value of each of Max and IPC using several methodologies, including a review of historical share prices and exchange ratios, research analyst price targets, an analysis of comparable public trading companies using valuation multiples from selected publicly traded companies, an analysis of acquisitions in the reinsurance industry and a discounted cash flow analysis, each of which is described in more detail in the summaries set forth below. Each of these methodologies was used to generate implied per share valuation ranges on a fully diluted basis. The implied per share valuation ranges were used to assess the exchange ratio implied by each methodology.

The following table shows the ranges of implied valuation per fully diluted common share for each of Max and IPC and the implied exchange ratio ranges derived using each of these methodologies. The table should be read together with the more detailed summary of each of the valuation analyses set forth below.


	Implied Max Valuation Per Common Share				Implied IPC Valuation Per Common Share				Implied Exchange Ratio
	Minimum		Maximum		Minimum		Maximum		Minimum	Maximum
Historical Stock Price Analysis	$	9.56	$	31.00	$	19.01	$	33.75	0.2833	1.6307
Research Analyst Price Targets		18.28		24.00		31.00		35.00	0.5223	0.7742
Public Trading Companies Analysis (book value multiple)		19.09		22.46		27.92		32.85	0.5811	0.8044
Public Trading Companies Analysis (earnings multiple mgmt.)		18.55		23.19		20.47		26.61	0.6970	1.1326
Public Trading Companies Analysis (earnings multiple street)		16.74		20.93		23.37		30.38	0.5509	0.8953
Acquisitions Analysis		21.34		26.95		31.21		39.42	0.5413	0.8636
Discounted Cash Flow Analysis (mgmt. projections)		21.80		25.97		28.33		35.61	0.6121	0.9170
Discounted Cash Flow Analysis (adjusted Max mgmt. projections)		N/A		N/A		27.05		33.95	0.6420	0.9601

Historical Share Price and Exchange Ratio. Merrill Lynch observed the historical trading prices of each of Max’s and IPC’s shares on the New York Stock Exchange for the 52 weeks ended February 27, 2009. For Max, the highest trading price was $31.00 per share and the lowest trading price was $9.56 per share. For IPC, the highest trading price was $33.75 per share and the lowest was $19.01 per share. The resulting implied exchange ratio range was 0.2833 to 1.6307. Merrill Lynch also calculated the implied historical exchange ratios during this period based on the daily closing prices per share of Max and IPC. The high exchange ratio was 1.0413 and the low exchange ratio was 0.3986.

Research Analyst Price Targets. Merrill Lynch observed the research analyst price targets of Max’s and IPC’s shares as of February 27, 2009. For Max, the highest target price was $24.00 per share and the lowest target price was $18.28 per share. For IPC the higher target price was $35.00 per share and the lowest target price was $31.00 per share. The resulting implied exchange ratio range was 0.5223 to 0.7742.

Public Trading Companies Analysis. Merrill Lynch reviewed and analyzed certain publicly available financial information and market trading data of selected publicly traded reinsurance and insurance companies and compared such information to Max and IPC. Merrill Lynch reviewed the following companies:

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Allied World Assurance Company Holdings, Ltd;

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Arch Capital Group Ltd.;

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Aspen Insurance Holdings Limited;

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Axis Capital Holdings Limited;

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Endurance Specialty Holdings Ltd.;

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Everest Re Group, Ltd.;

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Flagstone Reinsurance Holdings Limited;

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Greenlight Capital Re, Ltd.;

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Montpelier Re Holdings Ltd.;

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Odyssey Re Holdings Corp.;

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PartnerRe Ltd.;

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Platinum Underwriters Holdings, Ltd.;

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RenaissanceRe Holdings Ltd.;

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Transatlantic Holdings, Inc.; and

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Validus Holdings, Ltd.

Although none of the selected companies are directly comparable to Max or IPC, the companies included were selected because they are publicly traded companies with operations that for purposes of analysis may be considered similar to operations of Max and IPC. Merrill Lynch selected the comparable companies on the basis that each was a publicly traded company, with operations in the reinsurance and insurance industry, with an emphasis on the property and casualty sector, which is similar to the operations of Max and IPC. A complete analysis of the results of the following calculations cannot be limited to a quantitative review of such results and involves complex considerations and judgments concerning the differences in the financial and operating characteristics of the comparable companies and other factors that could affect the public share prices of the comparable companies, as well as the price of Max’s and IPC’s shares.

A summary of the book value per share and earnings per share multiples including the expected return on equity for 2009 for each of the selected publicly traded companies is as follows:


	Price /12/31/08 Book Value Per Share (1)	Price / 2009E GAAP Operating EPS	2009E Return on Equity
Allied World Assurance Company Holdings, Ltd	0.78x	5.3x	14.6	%
Arch Capital Group Ltd.	1.05x	5.6x	17.6	%
Aspen Insurance Holdings Limited	0.75x	5.6x	12.9	%
Axis Capital Holdings Limited	0.77x	5.0x	16.0	%
Endurance Specialty Holdings Ltd.	0.63x	4.4x	14.2	%
Everest Re Group, Ltd.	0.81x	6.0x	12.9	%
Flagstone Reinsurance Holdings Limited	0.64x	3.8x	16.0	%
Greenlight Capital Re, Ltd.	1.08x	5.5x	17.9	%
Montpelier Re Holdings Ltd.	0.86x	6.2x	13.3	%
Odyssey Re Holdings Corp.	1.02x	16.1x	6.3	%
PartnerRe Ltd.	0.95x	6.6x	13.9	%
Platinum Underwriters Holdings, Ltd.	0.82x	5.5x	14.0	%
RenaissanceRe Holdings Ltd.	1.16x	6.4x	17.0	%
Transatlantic Holdings, Inc.	0.62x	4.8x	12.3	%
Validus Holdings, Ltd.	0.93x	4.9x	19.1	%
Mean	0.86x	6.1x	14.5	%

Source: Company filings and FactSet.

(1)	Based on primary book value per share, which excludes the dilutive impact of options, warrants and restricted stock.

Mathematical analysis, such as determining the average or median, is not in itself a meaningful method of using comparable company data. Merrill Lynch performed this analysis to understand the range of book value multiples and estimated earnings multiples of these comparable publicly traded companies based upon market prices. In addition, Merrill Lynch reviewed certain operating data for these companies, such as combined ratios, return on equity and growth in book value per share to assess the relative valuation of these companies. The projections and estimates for the selected publicly traded companies used by Merrill Lynch in its analysis were based on research analysts estimates. The projections and estimates for Max and IPC were based both on estimates of research analysts and estimates provided to Merrill Lynch by Max’s and IPC’s management. Merrill Lynch reviewed financial information for these selected publicly traded companies and calculated financial ratios based on the most recent publicly available information, including estimated earnings multiples for the years 2009 and 2010.

Based in part on the multiples described above, Merrill Lynch derived illustrative implied valuations per fully diluted share of Max and IPC and the implied exchange ratio ranges. For Max, Merrill Lynch applied book value multiples ranging from 0.85x to 1.00x Max’s December 31, 2008, fully diluted book value per share of $22.46, together with earnings multiples of 6.0x to 7.5x estimated 2009 earnings per share based on Max’s management estimates and estimated 2009 earnings per share based on research analyst estimates. For IPC, Merrill Lynch applied book value multiples ranging from 0.85x to 1.00x IPC’s December 31, 2008, fully diluted book value per share of $32.85, together with earnings multiples of 5.0x to 6.5x estimated 2009 earnings per share based on IPC’s management estimates and estimated 2009 earnings per share based on research analyst estimates. Merrill Lynch utilized these selected multiples after considering the current market conditions, current and historical trading multiples and the size and diversification of the selected publicly traded companies, among other things. The resulting implied exchange ratio range was 0.5811 to 0.8044 based on the book value multiple methodology, 0.6970 to 1.1326 based on the earnings multiple methodology using management’s 2009 estimates for each of Max and IPC and 0.5509 to 0.8953 based on the earnings multiple methodology using research analyst 2009 estimates for each of Max and IPC.

Comparable Acquisition Analysis. Using publicly available information, Merrill Lynch reviewed the range of implied multiples paid or payable in selected acquisition or combination transactions involving certain companies participating in the reinsurance industry, which Merrill Lynch deemed to be relevant. The selected precedent transactions considered by Merrill Lynch included publicly traded and privately held companies with operations in the reinsurance industry. Merrill Lynch’s analysis was limited to publicly available information. An analysis of the resulting multiples of the selected precedent transactions necessarily involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that may have affected the selected transactions and/or the amalgamation. Accordingly, while Merrill Lynch assessed selected precedent transactions in the reinsurance sector, it determined that many of such transactions offered limited comparability to the amalgamation due to, among other things, the size of the amalgamation compared to precedent transactions, the limited information publicly available for many of the precedent transactions, potential differences in operating characteristics and performance of the companies in the precedent transactions and changes in the insurance and reinsurance industry market conditions since many of the precedent transactions were announced. No selected comparable company was identical to Max or IPC and no precedent transaction was identical to the amalgamation.

In reviewing precedent transactions, the transaction values as a multiple of trailing book value ranged from a high of 3.64x to a low of 0.73x, with a median price to book multiple of 1.39x. Based on this analysis of the precedent transactions and based in part on qualitative judgments concerning the differences between the characteristics of the precedent transactions and the amalgamation, Merrill Lynch derived an illustrative implied exchange ratio range by applying book value multiples ranging from 0.95x to 1.20x Max’s and IPC’s December 31, 2008, fully diluted book values per share. The resulting implied exchange range ratio was 0.5413 to 0.8636.

Discounted Cash Flow Analysis. Merrill Lynch performed discounted cash flow analyses of Max and IPC, based on (1) projections provided by Max’s and IPC’s management and (2) IPC’s management projections,

adjusted for certain changes. These changes included a decrease in the assumed investment yield and an increase in the assumed combined ratio. This analysis was performed in order to evaluate the fully diluted equity value per share, based on what could be achieved by each of Max and IPC as stand alone entities. Merrill Lynch calculated the aggregate fully diluted equity values for Max and IPC as the sum of (1) the present values of the estimated future free cash flows for each of Max and IPC for the years 2009 through 2013 using discount rates ranging from 12% to 14%, which included consideration of risks inherent in the reinsurance and insurance industry, specific risks associated with the continuing operations of each of Max and IPC on a stand-alone basis and other considerations and (2) the present values of the illustrative terminal values using estimated 2013 stockholders’ equity based on terminal book value multiples ranging from 0.90x to 1.10x. The “terminal value” represents the aggregate value of all estimated future cash flows subsequent to the projection period. Merrill Lynch selected these terminal book value multiples based upon the current and historical trading values of Max, IPC and selected publicly traded reinsurance companies. This aggregate amount was divided by the total outstanding diluted shares, which includes the impact of restricted stock, stock options and warrants outstanding as of February 27, 2009. The resulting implied exchange ratio range was (1) 0.6121 to 0.9170 based on projections provided by Max’s and IPC’s management and (2) 0.6420 to 0.9601 based on projections provided by Max’s management and IPC projections provided by Max’s management, adjusted for certain changes to the assumptions utilized by IPC’s management.

While discounted cash flow analysis is a widely accepted and practiced valuation methodology, it relies on a number of assumptions, including growth rates, terminal values and discount rates. The implied exchange ratio range derived from the discounted cash flow analysis is not necessarily indicative of Max’s present or future value or results.

The summary set forth above describes the material analyses performed by Merrill Lynch but does not purport to be a complete description of the analyses performed by Merrill Lynch. Accordingly, Merrill Lynch believes that its analyses must be considered as a whole and that selecting portions of its analyses and the factors considered by Merrill Lynch, without considering all analyses and factors, could create an incomplete view of the process undertaken by Merrill Lynch in preparing its presentation. Merrill Lynch did not assign relative weights to any of its analyses. The matters considered by Merrill Lynch in its analyses were based on numerous macroeconomic, operating and financial assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond Max’s, IPC’s and Merrill Lynch’s control, and involve the application of complex methodologies and educated judgments. In addition, no company utilized as a comparison in the analyses described above is identical to Max or IPC, and none of the precedent transactions utilized as a comparison is identical to the amalgamation.

Max selected Merrill Lynch as its financial advisor because of Merrill Lynch’s reputation as an internationally recognized investment banking and advisory firm with substantial experience in transactions similar to the amalgamation and because Merrill Lynch is familiar with Max and its business. As part of Merrill Lynch’s investment banking business, Merrill Lynch is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, leveraged buyouts, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. Pursuant to a letter agreement dated March 1, 2009, effective as of November 1, 2008, between us and Merrill Lynch, we agreed to pay Merrill Lynch a fee equal to $1.5 million at announcement and an additional fee of $8.0 million, if the amalgamation is consummated. In addition, in the event that during the term of Merrill Lynch’s engagement or within 12 months thereafter, Max enters into an agreement that results in Max receiving a “break-up,” “termination,” “topping” or “expense reimbursement” or similar fee or payment, including the profit on any shares acquired or stock option granted any purchaser or any of its affiliates, Merrill Lynch will be entitled to a portion of the fee or payment Max receives. Additionally, we have agreed to reimburse Merrill Lynch and related persons for expenses, including reasonable fees and disbursements of legal counsel, and indemnify Merrill Lynch for liabilities, related to or arising out of its engagement, including liabilities under the federal securities laws. Max’s board of directors was aware of the contingent nature of Merrill Lynch’s fees for providing its financial advisory services.

Merrill Lynch has, in the past, provided financial advisory and financing services to Max and/or one or more of its affiliates and may continue to do so, and has received, and may receive, fees for rendering such services. Merrill Lynch may actively trade or invest in the equity and other securities of Max for its own account and for the accounts of customers, and accordingly may at any time hold a long or short position in such securities.

Projected Financial Information

Certain financial projections prepared by, or as directed by, IPC’s management and Max’s management were considered by IPC’s board of directors and Max’s board of directors in connection with their respective approvals of and entry into the amalgamation agreement. Those financial projections (which we refer to as the “financial projections”) are being provided herein solely because they were considered by IPC’s board of directors and Max’s board of directors in connection with the proposed amalgamation.

The financial projections reflect numerous judgments, estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to IPC’s and Max’s businesses, all of which are difficult to predict and many of which are beyond control. The financial projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, the financial projections constitute forward-looking information and are subject to risks and uncertainties that could cause actual results to differ materially from the results forecasted in such projections, including the various risks set forth in IPC’s and Max’s periodic reports and in the Risk Factors section of this joint proxy statement/ prospectus. See Forward-Looking Statements, above. There can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected. The projections cannot be considered a reliable predictor of future results and should not be relied upon as such. The financial projections cover multiple years and such information by its nature becomes less reliable with each successive year.

The financial projections do not take into account any circumstances or events occurring after the date they were prepared, including the announcement of the proposed amalgamation. The financial projections do not take into account the effect of any failure to occur of the proposed amalgamation and should not be viewed as accurate or continuing in that context. See Risk Factors—Failure to complete the amalgamation could negatively impact the share prices and the future business and financial results of IPC and Max.

The financial projections were prepared solely for use in connection with evaluating the potential transaction and not with a view toward public disclosure or toward complying with generally accepted accounting principles, the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither IPC’s or Max’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the financial projections included below, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the financial projections.

The inclusion of the financial projections herein will not be deemed an admission or representation by IPC or Max that they are viewed by IPC or Max as material information of IPC or Max or the combined entity. These projections are not included in this document in order to induce any holder of Max common shares to exchange such common shares in the amalgamation or any holder of IPC or Max common shares to vote in favor of the proposals submitted to Max’s and IPC’s respective shareholders in connection with this joint proxy statement/prospectus. Neither IPC nor Max intends to update or otherwise revise these projections to reflect circumstances existing since their preparation, to reflect the occurrence of unanticipated events even in the event that any or all of the underlying assumptions are shown to be in error, or to reflect changes in general economic or industry conditions.

Projections Reviewed by IPC’s Board of Directors. Subject to the foregoing qualifications, the net premiums, loss ratio, combined ratio, net income and stockholders’ equity reflected below by fiscal year through

the year 2013 and also for the year 2018 were reviewed by IPC’s board of directors. Each of the foregoing is set forth as projected based on the following cases (as each of the following cases is described in—Opinion of J.P. Morgan Securities Inc., Financial Advisor to IPC’s Board above): IPC’s monoline case, IPC’s organic growth case, IPC’s run-off case (except that IPC’s run-off case only shows projections until 2012), Max case 1, Max case 2, combined entity case 1 and combined entity case 2.

Certain Projected Financial Information: IPC Monoline Case