425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

May 7, 2009

Max Capital Group Ltd.

(Exact name of registrant as specified in its charter)

Bermuda

(State or Other Jurisdiction of Incorporation)

000-33047	98-0584464
(Commission File Number)	(I.R.S. Employer Identification No.)
Max House 2 Front Street Hamilton, Bermuda	HM 11
(Address of principal executive offices)	(Zip Code)

(441) 295-8800

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

ITEM 7.01 REGULATION FD DISCLOSURE

Beginning on May 11, 2009, executives of the Registrant will present to various investors the information about the Registrant described in the slides attached to this report as Exhibit 99.1. The slides set forth in Exhibit 99.1 are incorporated herein by reference.

The information in Item 7.01 of this report is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in Item 7.01 of this report will not be incorporated by reference into any registration statement filed by the Registrant under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Registrant that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Registrant or any of its affiliates.

ITEM 8.01 OTHER EVENTS

On May 7, 2009, the Registrant issued a news release announcing the effectiveness of the joint proxy statement/prospectus for its combination with IPC Holdings, Ltd. The news release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit	Description
Exhibit 99.1	Investor presentation slides to be used in connection with investor presentations.
Exhibit 99.2	News Release of Max Capital Group Ltd., dated May 7, 2009.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

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

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

ADDITIONAL INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND WHERE TO FIND IT:

This filing relates to a proposed business combination between IPC and Max. On May 7, 2009, IPC and Max filed with the SEC a definitive joint proxy statement/prospectus of IPC and Max, which was first mailed to shareholders of IPC and Max on May 7, 2009. This filing is not a substitute for the definitive joint proxy statement/prospectus that IPC has filed with the SEC or any other document that IPC or Max may file with the SEC or send to their respective shareholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC, AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. All such documents, if filed, would be available free of charge at the SEC’s website (www.sec.gov) or by directing a request to IPC, at Jim Bryce, President and Chief Executive Officer, or John Weale, Executive Vice President and Chief Financial Officer, at 441-298-5100, in the case of IPC’s filings, or Max, at Joe Roberts, Chief Financial Officer, or Susan Spivak Bernstein, Senior Vice President, Investor Relations at 441-295-8800, in the case of Max’s filings.

PARTICIPANTS IN THE SOLICITATION:

IPC and Max and their directors, executive officers and other employees may be deemed to be participants in any solicitation of IPC and Max shareholders, respectively, in connection with the proposed business combination.

Information about IPC’s directors and executive officers is available in the definitive joint proxy statement/prospectus filed with the SEC on May 7, 2009, relating to IPC’s 2009 annual meeting of shareholders; information about Max’s directors and executive officers is available in the amendment to its annual report on Form-10K, filed with the SEC on April 1, 2009.

SIGNATURE

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

MAX CAPITAL GROUP LTD.
By	/s/    Peter A. Minton
	Peter A. Minton
	Executive Vice President and Chief Operating Officer

Date: May 8, 2009

EXHIBIT INDEX

Exhibit	Description
Exhibit 99.1	Investor presentation slides to be used in connection with investor presentations.
Exhibit 99.2	News Release of Max Capital Group Ltd., dated May 7, 2009.

EX-99.1

Max Capital Group Ltd.

NASDAQ: MXGL

INVESTOR PRESENTATION

QUARTER

ENDED

–

MARCH

31,

2009

S P E C I A L T Y  I N S U R A N C E   &   R E I N S U R A N C E

B E R M U D A         I R E L A N D         U N I T E D   S T A T E S         LLOYD’S    

Exhibit 99.1

2

2

INFORMATION CONCERNING

FORWARD LOOKING STATEMENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION 

This presentation includes statements about future economic performance, finances, expectations, plans and prospects of both IPC Holdings, Ltd. (“IPC”) and Max Capital Group Ltd. (“Max”)

that constitute forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to

certain risks and uncertainties, including the risks described in the definitive  joint proxy statement/prospectus of IPC and Max that has been filed with the Securities and Exchange

Commission (“SEC”) under “Risk Factors,” many of which are difficult to predict and generally beyond the control of IPC and Max, that could cause actual results to differ materially from

those expressed in or suggested by such statements. For further information regarding cautionary statements and factors affecting future results, please also refer to the most recent Annual

Report on Form 10-K, Quarterly Reports on Form 10-Q filed subsequent to the Annual Report and other documents filed by each of IPC or Max, as the case may be, with the SEC. Neither IPC

nor Max undertakes any obligation to update or revise publicly any forward-looking statement whether as a result of new information, future developments or otherwise. 

This presentation contains certain forward-looking statements within the meaning of the U.S. federal securities laws. Statements that are not historical facts, including statements about our

beliefs, plans or expectations, are forward-looking statements. These statements are based on our current plans, estimates and expectations. Some forward-looking statements may be

identified by our use of terms such as “believes,” “anticipates,” “intends,” “expects” and similar statements of a future or forward looking nature. In light of the inherent risks and

uncertainties in all forward-looking statements, the inclusion of such statements in this presentation 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 definitive joint proxy statement/prospectus of IPC and Max, the most recent reports on Form 10-K, Form 10-Q and other documents of IPC

or Max, as the case may be, on file with the SEC. Risks and uncertainties relating to the proposed transaction include the risks that: the parties will not obtain the requisite shareholder or

regulatory approvals for the transaction; the anticipated benefits of the transaction will not be realized; and/or the proposed transactions will not be consummated. Readers are cautioned not

to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We do not intend, and are under no obligation, to update any forward

looking statement contained in this presentation. 

ADDITIONAL INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND WHERE TO FIND IT: 

This presentation relates to a proposed business combination between IPC and Max. On May 7, 2009, IPC filed with the SEC a definitive joint proxy statement/prospectus of IPC and Max. This

presentation is not a substitute for the definitive joint proxy statement/prospectus that IPC has filed with the SEC or any other document that IPC or Max may file with the SEC or send to their

respective shareholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE  JOINT PROXY

STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC, AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL

CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. All such documents, if filed, would be available free of charge at the SEC’s website (www.sec.gov)

or by directing a request to IPC, at Jim Bryce, President and Chief Executive Officer, or John Weale, Executive Vice President and Chief Financial Officer, at 441-298-5100, in the case of IPC’s

filings, or Max, at Joe Roberts, Chief Financial Officer, or Susan Spivak Bernstein, Senior Vice President, Investor Relations at 441-295-8800, in the case of Max’s filings. 

PARTICIPANTS IN THE SOLICITATION: 

IPC and Max and their directors, executive officers and other employees may be deemed to be participants in any solicitation of IPC and Max shareholders, respectively, in connection with

the proposed business combination. 

Information about IPC’s directors and executive officers is available in the definitive joint proxy statement/prospectus filed with the SEC on May 7, 2009, relating to IPC’s 2009 annual meeting

of shareholders; information about Max’s directors and executive officers is available in the amendment to its annual report on Form-10K, filed with the SEC on April 1, 2009.

3

3

Global underwriter of specialty insurance and reinsurance

Multiple

operating

platforms

-

Bermuda,

Dublin,

United

States,

and

Lloyd’s

Diversified business profile across specialty classes of business

Highly experienced management with proven track record

Opportunistic and disciplined underwriting strategy

Analytical and quantitative underwriting orientation

5 year average combined ratio, with cats, of 93%

Strong, liquid balance sheet with conservative reserving track record

Gross premiums written (2008) of $1.3 billion and ending equity of $1.3 billion

Prudent

capital

management

-

$305

million

in

dividends/repurchases

over

last

5

years

Significant expansion of underwriting platforms with minimal goodwill

High quality investment portfolio repositioned to reflect traditional underwriting base

Alternative investments are now a much smaller part of Max’s asset base at 11.9% and                 

will be further reduced

Max has evolved and repositioned itself since its formation in 1999

Max Capital Today

Short-Tail

Long-Tail

62%

38%

Insurance

Reinsurance

53%

47%

2008 GPW

4

4

Q1 2009 Strong Results

Profitable Q1 2009 underwriting results 

Total GPW of $434.3 million, up 41.6% compared to Q1’08, reflects build-out of global platform

Max Specialty GPW: $68.8 million

Max at Lloyd’s $44.2 million

Overall combined ratio 89.7%

Market conditions improving in 2009

Rate increases on short-tail lines

Casualty rates have stopped declining

Allocation to alternative investments reduced to 11.9% at 3/31/09 from 14.1% of total

invested assets at 12/31/08 and 20.7% at 12/31/07.   

Total investment portfolio return:      0.06%

Max Fixed Income Return:

(0.41%)

Max Alternative Investments Return:       2.06%

HFRI Fund of Fund’s Index return:   

0.47%

Global Reach Through Established Platforms

Bermuda / Dublin

Reinsurance

Bermuda / Dublin  

Insurance

Lloyd’s

U.S Specialty Insurance

Major

Classes

Agriculture

Aviation

Excess liability

Medical malpractice

Professional liability

Property 

Marine and energy

Whole account

Workers’ comp

Life and annuity

Aviation

Excess liability

Professional liability

Property 

Personal accident

Financial institutions

Professional liability

Property 

General liability

Marine

Property

Operating

Regions

United States

Latin America

Canada

European Union

Japan

Australia

New Zealand

United States

European Union

United Kingdom

Japan

Denmark

United States

Offices

Bermuda

Dublin

Bermuda

Dublin

Hamburg

London

Leeds

Tokyo

Copenhagen

New York

Philadelphia

Richmond

Atlanta

Dallas

San Francisco

5

83%

84%

75%

77%

96%

84%

104%

101%

96%

96%

124%

102%

0%

25%

50%

75%

100%

125%

150%

300%

2004

2005

2006

2007

2008

Average

____________________

Source:  Company filings.

Property

focused

reinsurers

include

RNR,

IPC,

VR,

MRH

and

FSR.

Diversified

reinsurers

include

RE,

AXS,

ACGL,

TRH,

PRE,

ORH,

AWH,

ENH,

AHL,

PTP

and

MXGL.

Diversified Platforms Generate More Consistent Margins

Diversified Reinsurers

Property Focused Reinsurers

6

78%

140%

33%

50%

56%

71%

104%

252%

60%

73%

92%

116%

0%

25%

50%

75%

100%

125%

150%

300%

2004

2005

2006

2007

2008

Average

Max has performed well within its diversified peer group with less volatility than

property focused reinsurers

Median

78%

201%

55%

61%

89%

97%

Median

94%

116%

85%

83%

94%

94%

Max

94%

106%

86%

88%

92%

93%

____________________

Source: Company filings, as of 12/31/08.  Losses are generally disclosed net of reinstatement premiums.

Note:

TRH

goes

not

disclose

specific

losses

but

did

lose

“$169.7

million

principally

relating

to

Hurricane

Ike”

or

5.0%

of

6/30/08

common

equity.

(1)

Results reflect Ike only.

(2)

Equity includes preferred, which subsequently converted to common.

(1)

Max’s Diversified Portfolio Limits CAT Losses

(2)

(2)

Losses

$256

$140

$276

$140

$165

$287

$384

$305

$171

$135

$148

$155

$113

$257

$50

7

Max had the lowest losses from Ike/Gustav as a % of equity of all its peers

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

12.4%

11.0%

10.1%

8.9%

8.4%

8.1%

8.1%

7.8%

7.0%

6.7%

6.3%

6.0%

4.8%

4.6%

3.4%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

VR

FSR

RNR

MRH

PTP

ACGL

AXS

PRE

AHL

IPCR

ENH

ORH

AWH

RE

MXGL

8

8

Max Has a Strong Market Position in Specialty Classes …

Working layer excess business

Focus on Fortune 1000 customers

2008 combined ratio = 88%

2008

GPW

-

$389

million

2008

GPW

-

$420

million

Bermuda / Dublin Insurance

Bermuda / Dublin Reinsurance

Working layer excess / quota share

business

Cross class capability

2008 combined ratio = 87%

Excess

Liability

Professional

Liability

Aviation

Property

14%

14%

41%

32%

Other

General

Liability

Marine &

Energy

Whole

Account

Aviation

Prof.

Liabliity

Workers

Comp

Med. Mal.

Agriculture

Property

25%

19%

18%

13%

9%

8%

3%

3%

Accident &

Health

Fin.

Institutions

Prof.

Indemnity /

Med. Mal.

Employers'

Public Liability

Property

Treaty

45%

1%

19%

18%

17%

9

9

…

With an Attractive Position in the U.S. Market and Lloyd’s

Launched in 2007

Nationwide niche E&S underwriter

Growing into expense base –

target

combined ratio of 85% to 90%

Expected GPW of $250 million in 2009

2008

GPW

-

$194

million

2008

GPW

-

£65

million

(1)

U.S. Insurance

Max at Lloyd’s

Acquired in November 2008

Direct and reinsurance

Expected GPW of $150 million in 2009

____________________

(1)

GPW reflects full year of business, which includes periods prior

to the acquisition by Max.

Marine

General

Casualty

Property

20%

31%

49%

10

Diversified Premium Mix:

A Key Differentiator

Property

Casualty

Insurance

Incumbent (Re) Insurers

Class of 2001

Class of 2005

____________________

Source: Merrill Lynch

Note: Based on full year 2008 property and casualty gross premiums written.  Certain allocations have been estimated.

Reinsurance

RE

TRH

PRE

ORH

AXS

ACGL

ENH

AHL

RNR

AWH

PTP

MXGL

MRH

VR

IPCR

FSR

10-12%

16%

14%

24%

0%

5%

10%

15%

20%

25%

Max

12/31/06

Max

IPC

Combined

Investment Portfolio Highlights

Max maintains a highly rated and highly liquid portfolio

____________________

Source:

Company filings.

(1)

Peers include: IPCR, PRE, ORH, ACGL, RE, RNR, MRH, ENH, TRH, AXS, AWH, PTP, VR, AHL, FSR, and GLRE.  Peer average represents 12/31/08 allocation of

preferred

/ equities and “other investments”

as % of total investments.

12/31/08

Alternatives allocation is decreasing

Market neutral / absolute return focus

Max alternatives in line with Bermuda peers

3/31/09: Max allocation now 12%

Max

Target

Allocation)=

10

-

12%

Hedge funds 5-7%

Others 3-5%

Bermuda Peers

(1)

(average),,= 10%

As % of Total Investments

11

Alternatives

Cash

Fixed Income

69%

19%

12%

Distressed

Securities

Arbitrage

Strategies

Opportunistic

Emerging /

Global Marekts

Long / Short

funds

41%

18%

3%

24%

14%

Max Bermuda and Dublin (Insurance/Reinsurance)  

Rates rising in short-tail property cat and energy

Long-tail lines have stabilized and stopped declining

Max Specialty

Strong distribution relationships continue to generate a high flow of business

Market

dislocations

provide

the

opportunity

to

add

teams

and

new

products

Benefiting from improving property rates

Profitability improving as the business matures and can retain more business

Max at Lloyd’s

Newest platform to Max that provides access to global specialty business, high credit ratings,

worldwide licenses

Experienced team underwriting a seasoned book of business

Opportunity to recruit new teams in attractive product lines

International casualty reinsurance

Marine and personal accident insurance

Life Reinsurance

Only writes “closed”

blocks of business with no variable annuity exposure

Provides surplus relief which will be in high demand as many life insurers are capital constrained

12

Max Strongly Positioned in 2009

13

Property and Casualty GPW growth target of 20% to 22% driven by:

Max at Lloyd’s

Max Specialty

Bermuda/Dublin Insurance and Reinsurance relatively flat

Combined ratio target of 88% to 90%

Assumes a cat load of 4-6 points

Does not include reserve releases

Improved profitability at Max Specialty as earned premiums offset higher expenses to

build-out the platform

Investment allocations

88% Fixed income

10-12% Alternatives

5-7% hedge funds

3-5% other

Target ROE is 15% over the course of the

cycle

2009 Guidance

14

Strongly positioned to capitalize on market dislocations

“Merger of equals”

with IPC creates a world class specialty insurer/reinsurer

Diversified portfolio with four quality underwriting platforms

Committed to reducing alternative investment exposure

Target reduction as a percentage of total investments to 10-12%

Further commitment to changing alternative investment mix by reducing hedge funds to 5-7%

Introduction of other alternative investment classes e.g. high yield bonds

Demonstrated commitment to enhancing shareholder value

Well capitalized liquid balance sheet with financial flexibility

Valuation at a significant discount to “specialty insurance”

peers

14

Investment Opportunity in Max Today

____________________

Source: FactSet, SNL and company filings.

Note: Based on primary book value per share. 

(1)

Diversified peers include RE, AXS, ACGL, TRH, PRE, ORH, AWH, ENH, AHL, and PTP.

15

Stock Valuation Is Lagging Underwriting Performance

0.20x

0.40x

0.60x

0.80x

1.00x

1.20x

1.40x

1.60x

5/1/06

8/30/06

12/30/06

5/1/07

8/31/07

12/30/07

4/30/08

8/30/08

12/30/08

5/1/09

Average Price / Book Value

3-Year

2-Year

1-Year

Curren

Max

0.99x

0.93x

0.78x

0.73x

Diversified

1.15

1.06

0.91

0.88

Max Average

Structure

Stock-for-stock merger of equals

Exchange Ratio

Fixed exchange ratio of 0.6429 IPC shares for each share of Max

Pro Forma Ownership

(Fully Diluted)

58% by IPC shareholders

42% by Max shareholders

Board of Directors

12 directors in total – 6 directors from Max, including CEO, and 6 directors from IPC

Non-Executive Chairman: Ken Hammond

Non-Executive Vice-Chairman: Mario Torsiello

Management

Marty Becker, Chief Executive Officer

Jim Bryce, Non-Executive Chairman of Max IPC Re Ltd.

Peter Minton, Chief Operating Officer

Joe Roberts, Chief Financial Officer

John Weale, EVP & Treasurer

Company Name

Max Capital Group Ltd.

Reinsurance Company – Max IPC Re Ltd.

Approvals

IPC and Max shareholder approvals

Customary regulatory approvals

Targeted Closing

June 2009

HSR clearance obtained

IPC/Max

Merger

of

Strength

–

Transaction

Overview

16

A truly diversified, balanced global underwriting platform

Strong and vibrant franchise serving both property & casualty markets

Strong capital base with over $3 billion in equity and minimal leverage

Greater

size

enhances

“margin

of

safety”

and

financial

flexibility

Strong and deep management and underwriting teams

Complementary businesses with little overlap

Excess capital can be profitably deployed or returned to shareholders

Increased ability to accelerate growth in a hardening market

Both property & casualty markets currently provide attractive opportunities

IPC/Max Creates A World Class Specialty Company

We believe this combination will enhance value for IPC / Max shareholders

17

APPENDIX

19

($ in millions)

Strong Balance Sheet

March 31,

December 31,

2009

2008

Cash & Fixed Maturities

$4,436

$4,603

Alternative Investments

599

754

Premium Receivables

674

555

Losses Recoverable

880

847

Other Assets

588

493

     Total Assets

$7,177

$7,252

Property & Casualty Losses

$3,005

$2,938

Life & Annuity Benefits

1,307

1,367

Deposit Liabilities

153

219

Funds Withheld

149

164

Unearned Premium

690

574

Bank Loan

300

375

Senior Notes

91

91

Other Liabilities

219

244

     Total Liabilites

$5,914

$5,972

Shareholders' Equity

1,263

1,280

$7,177

$7,252

20

20

($ in millions)

Quarterly Results Comparison

2009

2008

Gross Premiums Written

$434

$307

Net Premiums Earned

190

136

Net Investment Income

41

50

Net Gains (Losses) on Alternative Investments

18

(26)

Net Realized Gains on Fixed Maturities

1

1

Other Income

1

1

Total Revenues

251

162

Total Losses, Expenses & Taxes

206

155

Net Income

$45

$8

Property & Casualty Underwriting

Loss Ratio

66%

69%

Expense Ratio

24%

20%

Combined Ratio

90%

89%

Three months ended March 31,

21

21

Three months ended March 31, 2009

($ in millions)

Diversified Operating Platform

Life &

Property & Casualty

Annuity

Corporate

Consolidated

Bermuda / Dublin

Max at

Insurance

Reinsurance

U.S. Specialt

Lloyd's

Total

Reinsurance

Gross premiums written

$87.7

$233.0

$68.8

$44.2

$433.7

$0.6

$0.0

$434.3

Reinsurance premiums ceded

(54.9)

(51.4)

(40.7)

(17.3)

(164.3)

(0.1)

0.0

(164.4)

Net premiums written

$32.7

$181.6

$28.2

$26.9

$269.4

$0.5

$0.0

$269.9

Earned premiums

102.2

124.0

54.4

28.2

308.8

0.6

0.0

309.4

Earned premiums ceded

(52.2)

(26.5)

(33.0)

(7.4)

(119.0)

(0.1)

0.0

(119.1)

Net premiums earned

50.0

97.5

21.4

20.9

189.8

0.5

0.0

190.3

Net investment income

5.2

9.2

1.6

0.8

16.9

11.6

12.0

40.5

Net gains on alternative investments

1.2

3.0

0.0

0.0

4.3

7.9

5.9

18.0

Net realized gains (losses) on fixed maturities

0.0

0.0

0.1

0.5

0.6

0.0

(0.2)

0.4

Other income

1.1

0.0

(0.2)

0.1

1.1

0.0

0.2

1.3

Total revenues

$57.7

$109.7

$23.0

$22.2

$212.6

$19.9

$18.0

$250.5

Net losses and loss expenses

36.5

66.2

12.1

10.0

124.7

0.0

0.0

124.7

Claims and policy benefits

0.0

0.0

0.0

0.0

0.0

14.3

0.0

14.3

Acquisition costs

(1.4)

17.5

1.2

3.2

20.4

0.2

0.0

20.6

Interest expense

0.0

(0.5)

0.0

0.0

(0.5)

(0.4)

4.8

3.9

Foreign exchange (gains) losses

0.0

0.0

0.0

(3.5)

(3.5)

0.0

0.0

(3.5)

General and administrative expenses

5.1

7.5

7.8

4.7

25.1

0.7

18.5

44.3

Total losses and expenses

40.2

90.7

21.1

14.3

166.3

14.8

23.3

204.4

Income (loss) before taxes

$17.5

$19.0

$1.9

$7.9

$46.3

$5.1

($5.4)

$46.1

Loss Ratio

72.9%

67.9%

56.5%

47.7%

65.7%

Combined Ratio

80.3%

93.6%

98.4%

85.5%

89.7%

22

22

P&C Combined Ratio

Operating ROE

Gross Premiums Written

Operating Earnings Per Share (Diluted)

Life, $212

Life, $275

Life, $45

Life, $302

Life, $242

$1,254

$1,078

$865

$1,246

$1,044

$0

$250

$500

$750

$1,000

$1,250

$1,500

2004

2005

2006

2007

2008

$2.70

$3.52

$4.81

$0.19

($2.59)

($3)

$0

$3

$6

2004

2005

2006

2007

2008

15.8%

1.0%

17.3%

20.7%

(10.2%)

(10%)

(5%)

0%

5%

10%

15%

20%

25%

2004

2005

2006

2007

2008

Profitable Underwriting Trends

94%

106%

86%

88%

92%

75%

100%

125%

2004

2005

2006

2007

2008

Invested Assets (Ratio to Shareholders’

Equity)

Shareholders’

Equity (Book Value Per Share)

Dividends

Operating Cash Flow

$3,515

$4,223

$4,536

$5,123

$5,357

$0

$1,000

$2,000

$3,000

$4,000

$5,000

$6,000

2004

2005

2006

2007

2008

$799

$447

$273

$252

$508

$0

$300

$600

$900

2004

2005

2006

2007

2008

$903

$1,186

$1,390

$1,584

$1,280

$0

$300

$600

$900

$1,200

$1,500

$1,800

2004

2005

2006

2007

2008

$0.12

$0.18

$0.24

$0.32

$0.36

$0.00

$0.10

$0.20

$0.30

$0.40

2004

2005

2006

2007

2008

(3.9:1)

(3.6:1)

(3.3:1)

(3.2:1)

(3.9:1)

($19.70)

($20.16)

($23.06)

($27.54)

($22.77)

($ in millions)

23

A Growing, Global Insurance / Reinsurance Company

24

24

Average quality of AA

70%+

of

fixed

income

securities

rated

Aa

or

better

Less than 5% rated Baa or below

Approximately 43% of portfolio is Cash, Governments, Agencies, and Agency MBS

Cash balance is approximately $956 million or 22% of the portfolio

U.S. and G7 governments approximately $745 million or 17% of the portfolio

U.S. Agencies approximately $254 million or 6% of the portfolio

U.S. Agency MBS approximately $577 million or 13% of the portfolio

Corporate Holdings are well diversified

Approximately 32% of the portfolio

Approximately 200 different corporate issuers

Largest “Aa”

issuer is less than 1.1% of the portfolio

Largest “A”

issuer is less than 0.7% of the portfolio

No

CDO’s,

CLO’s,

SIV’s

or

other

highly

structured

securities

Remaining portfolio is high quality ABS, CMO and CMBS Holdings

Almost

all

CMO

holdings

are

rated

AAA,

with

substantial

portion

being

agency

CMO’s

Almost all CMBS holdings are rated AAA

Principal losses, if any, are expected to be minimal based upon cash flow and stress testing

ABS holdings are largely comprised of plain vanilla auto and credit cards

Home

equity

ABS

holdings

amount

to

approximately

$50

million

(all

Subprime

and

Alt

–

A)   

Subprime

and

Alt

–

A

exposures

are

approximately

$73

million

book

value

>40% are AAA rated securities

2.7 year weighted average life

Significant and growing over-collateralization

No

principal

losses

are

expected

based

upon

cash

flow

and

stress

testing

Unrealized loss of approximately $23 million

High Quality Cash and Fixed Income Portfolio

Past

performance

should

not

be

considered

to

be

a

reliable

indicator

of

future

performance.

25

25

Supplemental Investment Data –

March 31, 2009

____________________

(1)

Included within U.S. Governments and Agencies are Agency Mortgage-Backed Securities with a fair value of $576,909.

Fair

Investment

Credit

Fair

Ratings

($ thousands)

Value

Distribution

Rating

Value*

Distribution

Cash and Cash Equivalents

$955,577

19.0%

U.S. Government and Agencies

$962,470

27.7%

U.S. Government and Agencies

385,561

7.6%

AAA

1,296,639

37.3%

Non-U.S. Government

613,519

12.2%

AA

298,666

8.6%

Corporate Securities

1,428,150

28.4%

A

753,232

21.6%

Other Corporate Securities

38,476

0.8%

BBB

128,906

3.7%

Asset and Mortgage-Backed Securities

726,853

14.4%

BB

22,209

0.6%

Collateralized Mortgage Obligations

288,348

5.7%

B or lower

18,785

0.5%

    Fixed Maturities

$3,480,907

69.1%

$3,480,907

100.0%

Annualized Periodic Rate of Return

Last

Year

Last

Last

3 Months

to Date

12 months

60 months

Cash and Fixed Maturities

$4,436,484

88.1%

(0.41%)

(0.41%)

2.77%

3.69%

Convertible Arbitrage

-

0.0%

16.99%

16.99%

2.72%

(0.83%)

Distressed Securities

85,883

1.7%

(0.25%)

(0.25%)

(19.14%)

6.91%

Diversified Arbitrage

44,769

0.9%

0.25%

0.25%

(31.44%)

(4.06%)

Emerging Markets

32,651

0.6%

0.18%

0.18%

(30.66%)

4.05%

Event-Driven Arbitrage

69,134

1.4%

2.99%

2.99%

(29.30%)

4.55%

Fixed Income Arbitrage

28,504

0.6%

9.66%

9.66%

15.63%

11.02%

Global Macro

73,587

1.5%

(0.16%)

(0.16%)

(5.70%)

4.17%

Long / Short Credit

19,309

0.4%

2.98%

2.98%

(12.24%)

4.45%

Long / Short Equity

226,610

4.5%

4.05%

4.05%

(3.86%)

4.40%

Opportunistic

14,039

0.3%

(3.43%)

(3.43%)

(41.96%)

4.66%

    MDS

594,486

11.8%

2.00%

2.00%

(15.95%)

2.62%

Reinsurance Private Equity

4,999

0.1%

12.32%

12.32%

14.60%

10.41%

Alternative Investments

$599,485

11.9%

2.06%

2.06%

(15.83%)

2.07%

    Total Investments

$5,035,969

100.0%

0.06%

0.06%

(3.53%)

3.68%

(1)

Source: FactSet, SNL Financial, Company filings.

____________________

Note:  Market data as of 5/1/09.

(1)

Includes short-term investments and cash and cash equivalents.

(2)

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

(3)

$92mm in municipal bonds assumed to be investment grade.

(4)

Everest Re investment grade portfolio shown excludes cash and short term investments, which are assumed to be AAA.

(5)

Endurance investment grade portfolio shown excludes preferred investments and short term investments, which are assumed to be AAA.

(6)

Platinum investment grade portfolio shown excludes preferred investments, which are assumed to be AAA.

(7)

Allocation between investment and non-investment grade fixed income excludes $61.8mm of fixed maturities, trading at fair value.

($ in millions)

Peer Analysis

Investment Portfolio by Security Type –

12/31/08

26

Non-Investment

Grade Fixed

Income & Equity /

% of Total Cash & Investments

Other Securities

Fixed Income Securities

as a % of

Cash & Cash

Investment

Non-investment

Equity / Other

Total Cash &

Total Cash &

Price /

Equivalents

(1)

Grade

Grade

Total

Securities

Investments

Investment

Book Value

(2)

OdysseyRe

25.9%

45.6%

4.2%

49.8%

24.3%

$7,892.5

28.5%

0.88x

Montpelier Re

(3)

11.3

69.6

2.6

72.2

16.5

2,365.2

19.1

0.84

IPC Holdings

3.4

80.1

0.1

80.2

16.3

2,235.2

16.4

0.79

RenaissanceRe

39.4

47.3

0.9

48.2

12.4

6,217.4

13.4

1.26

Transatlantic

4.9

87.3

0.5

87.8

7.3

10,518.5

7.8

0.81

PartnerRe

8.1

84.2

2.6

86.8

5.0

11,724.7

7.6

1.03

Everest Re

(4)

15.3

77.5

1.3

78.8

6.0

13,714.3

7.2

0.92

Arch Capital

8.3

85.2

2.3

87.6

4.1

9,992.2

6.4

1.10

Endurance

(5)

21.9

71.5

0.8

72.3

5.8

5,358.1

6.6

0.75

AXIS

17.5

76.6

0.2

76.8

5.7

10,432.6

6.0

0.85

FlagstoneRe

50.4

46.1

0.0

46.1

3.5

1,700.8

3.5

0.80

Allied World

10.3

87.8

0.1

87.9

1.8

6,863.4

2.0

0.75

Validus

25.2

74.3

0.5

74.8

0.0

3,281.4

0.5

0.90

Platinum Re

(6)

20.8

79.0

0.1

79.1

0.1

4,259.9

0.1

0.85

Aspen

18.0

NA

NA

77.0

5.0

5,754.0

NA

0.82

Greenlight Capital

39.9

NA

NA

8.2

51.9

857.9

NA

1.20

Mean

20.0%

72.3%

1.2%

69.6%

10.4%

8.9%

0.91x

Median

17.7

77.0

0.6

76.9

5.8

6.9

0.85

Max Capital

(7)

17.7%

66.9%

0.2%

67.1%

14.1%

$5,356.9

14.3%

0.73x

EX-99.2

Exhibit 99.2

Max Capital Group Joint Proxy Statement/Prospectus for Combination with IPC

Holdings Declared Effective by SEC

Closing of Amalgamation Remains on Track for June

Hamilton, Bermuda – May 7, 2009 – Max Capital Group (NASDAQ: MXGL; BSX: MXGL BH) announced today that the joint proxy statement/prospectus for its combination with IPC Holdings, Ltd. (NASDAQ: IPCR; BSX: IPCR BH) has been declared effective by the U.S. Securities and Exchange Commission. Both companies are mailing the joint proxy statement/prospectus on Thursday, May 7, 2009 to their respective shareholders of record as of the close of business on April 28, 2009.

Max will hold a special meeting of shareholders and IPC will hold its annual general meeting of shareholders on June 12, 2009 in order to obtain approvals required in connection with the amalgamation.

Max’s meeting will be held at 11:00 a.m. local time at its corporate headquarters, 2 Front Street in Hamilton, Bermuda, and IPC’s meeting will held at the same time at its corporate headquarters, 29 Richmond Road in Pembroke, Bermuda. All shareholders are urged to read the joint proxy statement/prospectus as it contains important information.

If shareholder approvals are obtained at the meetings, the closing is expected to occur shortly thereafter.

The IPC-Max combination is expected to provide a diversified and balanced platform for growth that should drive stronger performance and value for shareholders of both companies.

The Boards of Directors of both IPC and Max recommend that shareholders vote “FOR” the proposals relating to the IPC/Max transaction at each company’s upcoming shareholder meeting.

Copies of the joint proxy statement/prospectus as well as a summary thereof and an updated investor presentation, detailing the benefits of the transaction, are available on Max’s corporate website at www.maxcapgroup.com.

Max shareholders with questions about the IPC/Max transaction, or who need assistance in voting their shares, may call the company’s proxy solicitor, MacKenzie Partners, Inc, toll-free at (800) 322-2885 or collect at (212) 929-5500.

About Max Capital Group Ltd.

Operating from offices in Bermuda, Ireland, the USA and at Lloyd’s, Max Capital is a global enterprise dedicated to providing diversified specialty insurance and reinsurance products to corporations, public entities, property and casualty insurers and life and health insurers.

About IPC Holdings, Ltd.

IPC Holdings, Ltd., through its wholly-owned subsidiary IPCRe Limited, provides property catastrophe reinsurance and, to a limited extent, aviation, property-per-risk excess and other short-tail reinsurance on a worldwide basis.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

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

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

ADDITIONAL INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND WHERE TO FIND IT:

This filing relates to a proposed business combination between IPC and Max. On May 7, 2009, IPC and Max filed with the SEC a definitive joint proxy statement/prospectus, which was first mailed to

shareholders of IPC and Max on May 7, 2009. This filing is not a substitute for the definitive joint proxy statement/prospectus or any other document that IPC or Max may file with the SEC or send to their respective shareholders in connection with the proposed transaction

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC, INCLUDING THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE DEFINITIVE REGISTRATION STATEMENT ON FORM S-4, AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. All such documents, if filed, would be available free of charge at the SEC’s website (www.sec.gov) or by directing a request to IPC, at Jim Bryce, President and Chief Executive Officer, or John Weale, Executive Vice President and Chief Financial Officer, at 441-298-5100, in the case of IPC’s filings, or Max, at Joe Roberts, Chief Financial Officer, or Susan Spivak Bernstein, Senior Vice President, Investor Relations at 441-295-8800, in the case of Max’s filings.

PARTICIPANTS IN THE SOLICITATION:

IPC and Max and their directors, executive officers and other employees may be deemed to be participants in any solicitation of IPC and Max shareholders, respectively, in connection with the proposed business combination.

Information about IPC’s directors and executive officers is available in the preliminary joint proxy statement/prospectus filed with the SEC on April 27, 2009, relating to IPC’s 2009 annual meeting of shareholders; information about Max’s directors and executive officers is available in the amendment to its annual report on Form-10K, filed with the SEC on April 1, 2009.

Max Capital Group Ltd.

Susan Spivak Bernstein

+1-212-898-6640

Kekst and Company

Roanne Kulakoff or Peter Hill

+1-212-521-4800