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):

March 16, 2010

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 March 17, 2010, 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

The information set forth in Item 7.01 above is 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.

Cautionary Note Regarding Forward-Looking Statements:

This filing includes statements about future economic performance, finances, expectations, plans and prospects of Max and Harbor Point, both individually and on a consolidated basis, 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 expressed in or suggested by such statements. For further information regarding cautionary statements and factors affecting future results of Max, please refer to the most recent Annual Report on Form 10-K (as amended by Max’s Form 10-K/A on March 12, 2010), Quarterly Reports on Form 10-Q filed subsequent to the Annual Report and other documents filed by Max with the Securities Exchange Commission (“SEC”) and, in the case of Harbor Point, please refer to the joint proxy statement/prospectus included in the registration statement on Form S-4 filed by Max with the SEC. These documents are also available free of charge, in the case of Max, by directing a request to Max through Joe Roberts, Chief Financial Officer, or Susan Spivak Bernstein, Senior Vice President, Investor Relations, at 441-295-8800 and, in the case of Harbor Point, by directing a request to Gayle Gorman, Senior Vice President, at 441-294-6743. Neither Max nor Harbor Point 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 Max’s or Harbor Point’s current plans, estimates and expectations. Some forward-looking statements may be identified by use of terms such as “believe,” “anticipate,” “intend,” “expect,” “project,” “plan,” “may,” “should,” “could,” “will,” “estimate,” “predict,” “potential,” “continue,” and similar words, terms or 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 Max, Harbor Point or any other person that Max’s or Harbor Point’s objectives or plans, both individually and on a consolidated basis, 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 expectations; (b) the adequacy of loss reserves and the need to adjust such reserves as claims develop over time; (c) the failure of any of the loss limitation methods the parties employ; (d) any lowering or loss of financial ratings of any wholly owned operating subsidiary; (e) the effect of competition on market trends and pricing; (f) cyclical trends, including with respect to demand and pricing in the insurance and reinsurance markets; (g) changes in general economic conditions, including changes in interest rates and/or equity values in the United States of America and elsewhere; and (h) other factors set forth, in the case of Max, in its recent reports on Form 10-K, Form 10-Q and other documents of Max on file with the SEC and, in the case of Harbor Point, in the joint proxy statement/prospectus included in the registration statement on Form S-4 filed by Max with the SEC.

Risks and uncertainties relating to the proposed amalgamation include the risks that: (1) the parties will not obtain the requisite shareholder or regulatory approvals for the transaction; (2) the anticipated benefits of the transaction will not be realized; (3) the parties may not be able to retain key personnel; (4) the conditions to the closing of the proposed amalgamation may not be satisfied or waived; and (5) the outcome of any legal proceedings to the extent initiated against Max or Harbor Point or its respective directors and officers following the announcement of the proposed amalgamation is uncertain. These risks, as well as other risks of the combined company and its subsidiaries, may be different from what the companies expect and each party’s management may respond differently to any of the aforementioned factors. These risks, as well as other risks associated with the amalgamation, are more fully discussed in the joint proxy statement/prospectus included in the registration statement on Form S-4 filed by Max with the SEC. 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.

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

This filing relates to a proposed amalgamation between Max and Harbor Point. On March 12, 2010, Max filed with the SEC a registration statement on Form S-4, which included a preliminary joint proxy statement/prospectus. This filing is not a substitute for the definitive joint proxy statement/prospectus that Max will file with the SEC or any other document that Max filed or may file with the SEC or that Max or Harbor Point may send to its shareholders in connection with the proposed amalgamation. 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 OR SENT TO SHAREHOLDERS, INCLUDING THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT ON FORM S-4, AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED AMALGAMATION. All such documents are, or when filed will be, available in the case of Max, free of charge at the SEC’s website (www.sec.gov) or by directing a request to Max through Joe Roberts, Chief Financial Officer, or Susan Spivak Bernstein, Senior Vice President, Investor Relations, at 441-295-8800 and, in the case of Harbor Point, by directing a request to Gayle Gorman, Senior Vice President, at 441-294-6743.

Participants in the Solicitation:

Max and its directors and executive officers may be deemed to be participants in any solicitation of Max’s shareholders in connection with the proposed amalgamation. Information about Max’s directors and executive officers is available in Max’s Form 10-K/A filed with the SEC on March 12, 2010.

John Berger, Chief Executive Officer and President, and Andrew Cook, Chief Financial Officer, of Harbor Point, may also be deemed to be participants in any solicitation of Max’s shareholders in connection with the proposed amalgamation. Information about Mr. Berger and Mr. Cook is available in the joint proxy statement/prospectus included in the registration statement on Form S-4 filed by Max with the SEC.

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: March 16, 2010

EXHIBIT INDEX

Exhibit	Description
Exhibit 99.1	Investor presentation slides to be used in connection with investor presentations.

EX-99.1

A Merger of Equals

March 17, 2010 

Specialty Insurance & Reinsurance

Exhibit 99.1

2

Cautionary Note Regarding Forward-Looking Statements:

This presentation includes statements about future economic performance, finances, expectations, plans and prospects of Max and Harbor Point, both individually and on a

consolidated basis, 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 expressed in or suggested by such statements. For further

information regarding cautionary statements and factors affecting future results of Max, please refer to the most recent Annual Report on Form 10-K (as amended by Max’s Form 

10-K/A on March 12, 2010), Quarterly Reports on Form 10-Q filed subsequent to the Annual Report and other documents filed by Max with the Securities Exchange Commission

(“SEC”) and, in the case of Harbor Point, please refer to the joint proxy statement/prospectus included in the registration statement on Form S-4 filed by Max with the SEC.  These

documents are also available free of charge, in the case of Max, by directing a request to Max through Joe Roberts, Chief Financial Officer, or Susan Spivak Bernstein, Senior Vice

President, Investor Relations, at 441-295-8800 and, in the case of Harbor Point, by directing a request to Gayle Gorman, Senior Vice President, at 441-294-6743.  Neither Max nor

Harbor Point 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 Max’s or Harbor Point’s current plans, estimates and expectations. Some forward-

looking statements may be identified by use of terms such as “believe,” “anticipate,” “intend,” “expect,” “project,” “plan,” “may,” “should,” “could,” “will,” “estimate,” “predict,” “potential,”

“continue,” and similar words, terms or 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 Max, Harbor Point or any other person that Max’s or Harbor Point’s objectives or plans, both

individually and on a consolidated basis, 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 expectations; (b) the adequacy of loss

reserves and the need to adjust such reserves as claims develop over time; (c) the failure of any of the loss limitation methods the parties employ; (d) any lowering or loss of financial

ratings of any wholly owned operating subsidiary; (e) the effect of competition on market trends and pricing; (f) cyclical trends, including with respect to demand and pricing in the

insurance and reinsurance markets; (g) changes in general economic conditions, including changes in interest rates and/or equity values in the United States of America and

elsewhere; and (h) other factors set forth, in the case of Max, in its recent reports on Form 10-K, Form 10-Q and other documents of Max on file with the SEC and, in the case of

Harbor Point, in the joint proxy statement/prospectus included in the registration statement on Form S-4 filed by Max with the SEC. 

Risks and uncertainties relating to the proposed amalgamation include the risks that: (1) the parties will not obtain the requisite shareholder or regulatory approvals for the transaction;

(2) the anticipated benefits of the transaction will not be realized; (3) the parties may not be able to retain key personnel; (4) the conditions to the closing of the proposed amalgamation

may not be satisfied or waived; and (5) the outcome of any legal proceedings to the extent initiated against Max or Harbor Point or its respective directors and officers following the

announcement of the proposed amalgamation is uncertain. These risks, as well as other risks of the combined company and its subsidiaries, may be different from what the companies

expect and each party’s management may respond differently to any of the aforementioned factors.  These risks, as well as other risks associated with the amalgamation, are more

fully discussed in the joint proxy statement/prospectus included in the registration statement on Form S-4 filed by Max with the SEC.  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.

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

Participants in the Solicitation:

Max and its directors and executive officers may be deemed to be participants in any solicitation of Max’s shareholders in connection with the proposed amalgamation.  Information

about Max’s directors and executive officers is available in Max’s Form 10-K/A filed with the SEC on March 12, 2010.

John Berger, Chief Executive Officer and President, and Andrew Cook, Chief Financial Officer, of Harbor Point, may also be deemed to be participants in any solicitation of Max’s

shareholders in connection with the proposed amalgamation. Information about Mr. Berger and Mr. Cook is available in the joint proxy statement/prospectus included in the registration

statement on Form S-4 filed by Max with the SEC.

This

presentation

relates

to

a

proposed

amalgamation

between

Max

and

Harbor

Point.

On

March

12,

2010,

Max

filed

with

the

SEC

a

registration

statement

on

Form

S-4,

which

included

a

preliminary joint proxy statement/prospectus. This presentation is not a substitute for the definitive joint proxy statement/prospectus that Max will file with the SEC or any other document

that

Max

filed

or

may

file

with

the

SEC

or

that

Max

or

Harbor

Point

may

send

to

its

shareholders

in

connection

with

the

proposed

amalgamation.

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

OR

SENT

TO

SHAREHOLDERS,

INCLUDING

THE

DEFINITIVE

JOINT

PROXY

STATEMENT/PROSPECTUS

THAT

WILL

BE

PART

OF

THE

REGISTRATION

STATEMENT ON

FORM

S-4,

AS

THEY

BECOME

AVAILABLE

BECAUSE

THEY

CONTAIN

OR

WILL

CONTAIN

IMPORTANT

INFORMATION

ABOUT

THE

PROPOSED

AMALGAMATION. 

All such documents are, or when filed will be, available in the case of Max, free of charge at the SEC’s website (www.sec.gov) or by directing a request to Max through Joe Roberts,

Chief

Financial

Officer,

or

Susan

Spivak

Bernstein,

Senior

Vice

President,

Investor

Relations,

at

441-295-8800

and,

in

the

case

of

Harbor

Point,

by

directing

a

request

to

Gayle

Gorman,

Senior Vice President, at 441-294-6743.

3

Alterra means “high ground”

—

a place of security

Alterra

Capital Holdings Limited

Bermuda

Ireland

United States

Lloyd’s

Latin America

4

Alterra

–

A Winning Combination

Merger of Equals of two strong organizations

Enhances position with clients and brokers

Combines “best in class" reinsurance group with a global specialty platform

Provides diversified and stable earnings over time

Established platforms in all major insurance markets

Delivers flexibility to optimize portfolio composition

Larger capital base with approximately $3 billion in equity

Enhances financial flexibility

Strong and deep management and underwriting teams

Committed to growth in book value

Creates Value for All Shareholders

5

Structure

Stock for stock merger of equals

Exchange Ratio

3.7769 shares of Max for each Harbor Point share

Fixed exchange ratio

Pro Forma

Ownership 

52% by Harbor Point shareholders (fully diluted)

48% by Max shareholders (fully diluted)

Extraordinary

Dividend

$2.50 per share cash dividend (~$300 million) to all shareholders post-closing

Subject to combined board approval

Management

Marty Becker – President, Chief Executive Officer and Director

John Berger – Chief Executive Officer of Reinsurance and Vice Chairman of Board

Board of Directors

14 member Board of Directors with 7 directors from each of Harbor Point and Max

Michael O’Reilly, Non-Executive Chairman

Approvals

Shareholder approvals

Customary regulatory approvals

Expected Closing

Second quarter 2010

Transaction Overview

6

Combining Strong Management With Deep Experience

Name

                      Position

Marty Becker

President, Chief Executive Officer, Director

John Berger

Chief Executive Officer of Reinsurance, Vice Chairman of Board

Peter Minton

Chief Operating Officer 

Joe Roberts

Chief Financial Officer

Andrew Cook

Chief Integration Officer and EVP, Global Development 

Carol Rivers

General Counsel

Angelo Guagliano

Chief Executive Officer, Insurance 

David Kalainoff

Chief Underwriting Officer, U.S. Reinsurance

Adam Mullan

Chief Executive Officer, Max at Lloyd’s 

Wayne Paglieri

Chief Operating Officer, Reinsurance

Greg Richardson

Chief Underwriting Officer, Bermuda Reinsurance

Steve Vaccaro

Chief Executive Officer, Max Specialty

Tom Wafer

President, U.S. Reinsurance

7

World Class Board Led by Michael O’Reilly

Name

Affiliations

Michael O’Reilly

Chairman

Retired Vice Chairman and CFO of The Chubb

Corporation

John Berger

Vice Chairman

President and CEO of Harbor Point.  Former

President and CEO of Chubb Re and F&G Re

James Carey

Deputy Chairman

Former Chairman of Paris Re.  Senior Principal of

Stone Point and a member of the Investment

Committees of the Trident Funds

Thomas Forrester

Retired CFO of The Progressive Corporation

Meryl Hartzband

Former Director of ACE Limited and Travelers. 

Chief Investment Officer of Stone Point and a

member of the Investment Committees of the

Trident Funds

Stephan Newhouse

Retired President of Morgan Stanley and Chairman

of Morgan Stanley International Inc.

Andy Rush

Founder and Senior Managing Director of Diamond

Castle Holdings LLC.  Former Managing Director at

DLJ Merchant Banking

Name

Affiliations

Gordon Cheesbrough

Deputy Chairman

Managing Partner of Blair Franklin Capital Partners,

Inc.  Former President and CEO of Altamira

Investment Services Inc.  Former Chairman and

CEO of Scotia Capital Markets

Marty Becker

CEO

Chairman and CEO of Max Capital Group Ltd. 

Former Chairman and CEO of Orion Capital

Corporation

Bruce Connell

Former EVP and Group Underwriting Officer of XL

Capital Ltd.

Willis King

Chairman of First Protective Insurance Company

James MacNaughton

Former Senior Advisor, Managing Director and

Global Partner of Rothschild Inc.

Mario Torsiello

President and Chief Executive Officer, Torsiello

Capital Advisors Inc.

James Zech

President of High Ridge Capital, LLC.  President

and CEO of Kinloch Holdings, Inc.

Max

Harbor Point

8

$2.1

$1.9

$1.7

$1.6

$1.6

$1.5

$1.2

$7.1

$6.1

$5.0

$4.0

$4.0

$4.0

$3.2

$3.2

$3.2

$3.0

$2.6

$0.0

$1.0

$2.0

$3.0

$4.0

$5.0

$6.0

$7.0

$8.0

PRE

RE

AXS

TRH

VR

ACGL

AWH

RNR

AHL

ENH

PTP

Harbor Point

MRH

AGII

MXGL

Ariel

FSR

Combination Enhances Market Profile

Combination provides greater size and scale

Enhances valuation and ratings profile

Provides greater financial flexibility

Enhanced position with clients and brokers

Platform / underwriters are in place

Ability to more efficiently manage capital

Excess capital to support underwriting

opportunities or returned to shareholders

____________________

(1)

Pro forma for expected post-closing dividend of ~$300 million ($2.50 per share).  Before purchase accounting adjustments.

( $ in billions)

Common Equity (12/31/09)

(1)

9

Global Reach Through Established Platforms

Reinsurance

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 

International casualty

treaty reinsurance

Excess liability

Marine

Property

Miscellaneous

professional liability

Operating

Regions

United States

Latin America

Canada

European Union

Japan

Australia

New Zealand

United States

European Union

United Kingdom

Japan

Denmark

Latin America

United States

Offices

Bermuda

Dublin

Bogotá

New Jersey

Bermuda

Dublin

Hamburg

London

Leeds

Tokyo

Copenhagen

Rio de Janeiro

New York

Los Angeles 

Philadelphia

Richmond

Atlanta

Dallas

San Francisco

10

15%

36%

49%

Harbor Point –

“Best in Class”

Franchise

2009 GPW: $608 million

Formed

in

2005

with

“A”

A.M.

Best

rating

No legacy exposures

Longstanding franchise led by John Berger

Chubb Re management team and book of business

Diversified reinsurer with an excellent track record

Strong and experienced Board

Michael O’Reilly, formerly Vice Chairman & CFO of

The Chubb Corporation, will be Chairman of Alterra

Sophisticated, knowledgeable shareholder group

Stone Point Capital and The Chubb Corporation are

largest investors

Casualty

Property

Specialty

2009

Net Premiums Written

$601.9

Combined Ratio

80.6%

Cash and Investments (12/31)

$2,585.0

Shareholders' Equity (12/31)

$1,889.7

Tangible Equity (12/31)

$1,631.8

Net Operating Income

$180.9

ROE (operating)

10.1%

Tangible ROE (operating)

11.8%

11

Strong operational flexibility, well positioned to support opportunistic growth over time

Harbor Point

Max

____________________

(1) Pro forma for expected post-closing dividend of ~$300 million ($2.50 per share).  Before purchase accounting adjustments.

Conservative Operating Leverage

(1)

vs. 0.61x average for

peer group

As of December 31, 2009

($ millions)

Gross Premiums Written

$1,375.0

$607.5

$1,982.5

Net Premiums Written

$894.5

$601.9

$1,496.4

Retention

65%

99%

75%

Shareholders' Equity

$1,564.6

$1,889.7

$3,154.1

Combined Ratio

88.1%

80.6%

85.0%

Net Operating Income

$208.9

$180.9

$389.8

ROE (operating)

14.7%

10.1%

12.7%

NPW / Equity

0.57x

0.32x

0.47x

12

Strong Financial Position

Well-positioned balance sheet with conservative financial leverage

Harbor Point

Max

(1)

vs. 16.0% average for

peer group

____________________

(1) Pro forma for expected post-closing dividend of ~$300 million ($2.50 per share).  Before purchase accounting adjustments.

As of December 31, 2009

($ millions)

Cash and Investments

$5,259.1

$2,585.0

$7,543.9

Loss & LAE Reserves

$4,550.6

$707.8

$5,258.4

Debt

$90.5

$200.0

$290.5

Shareholders' Equity

$1,564.6

$1,889.7

$3,154.1

Total Debt / Capitalization

5.5%

9.6%

8.4%

13

53%

47%

52%

48%

53%

47%

Diversified and Balanced Business Mix

Harbor Point

2009 GPW = $1,983 million

A compelling strategic fit, with limited overlap

2009 GPW = $608

million

Max

2009 GPW  = $1,375 million

____________________

Note:

Before

intercompany

eliminations

of

gross

premiums

written

of

approximately

$36

million.

55%

22%

14%

7%

2%

36%

31%

21%

9%

3%

Short-tail

Long-tail

Short-tail

Long-tail

Short-tail

Long-tail

Insurance

Reinsurance

U.S. Specialty

Lloyd’s

Life & Annuity

Insurance

Reinsurance

U.S. Specialty

Lloyd’s

Life & Annuity

100%

Reinsurance

14

38%

62%

Alterra

Will Have a Diversified Portfolio of Business

Long-Tail

Short-Tail

2009 GPW  = $1,983 million

Line of Business

____________________

Note:

Before

intercompany

eliminations

of

gross

premiums

written

of

approximately

$36

million.

(1) Includes Reinsurance segment (55.3%), Life & Annuity reinsurance (2.2%) and reinsurance written through Lloyd’s platform (4.2%).

78%

16%

6%

30%

4%

2%

5%

15%

3%

21%

3%

6%

5%

5%

1%

North America

Europe

Other

Other Short-Tail

Agriculture

Marine & Energy

Property

Aviation

Auto

Professional Liability

Medical Malpractice

General Casualty

Workers’

Comp /

Clash

Life

Other Long-Tail

Reinsurance

Insurance

(1)

15

Complementary Portfolio of Business: Reinsurance

Harbor Point

Max -

Reinsurance

2009 GPW  = $489 million

2009 GPW  = $608 million

2009 GPW  = $1,097 million

Property

Casualty

Specialty

10%

28%

9%

20%

5%

10%

2%

5%

6%

3%

2%

Property

Workers’

Compensation

General

Casualty

Auto

Professional

Liability

Marine & Energy

Aviation

Agriculture

Other Specialty

Property

General

Casualty

Professional

Marine & Energy

Aviation

Agriculture

Other Specialty

Property

Workers’

Compensation

General

Casualty

Medical

Malpractice

Professional

Liability

Marine &

Energy

Aviation

Agriculture

Other Specialty

Auto

WCC / Clash

Credit

Business lines written by Max and Harbor Point are similar

Businesses are complementary and leverage different areas of expertise

Harbor Point tends to focus on larger accounts than Max

____________________

Note: Before intercompany eliminations of gross premiums written.

Credit

Medical

Malpractice

16

$7.8 billion

Conservative Investment Posture

Harbor Point

Max

Fixed Income

Other

Investments

Cash / Short

Term

Fixed Income

Other

Investments

Cash / Short

Term

Fixed Income

Other

Investments

Cash / Short

Term

81%

6%

13%

71%

4%

25%

78%

5%

17%

As of December 31, 2009

$2.6 billion

$5.3 billion

17

High Quality Fixed Income Portfolio

$7.4 billion

Conservatively positioned 

Average rating of “AA”

69% in cash and short-term investments,

U.S. Government and Agencies, and 

AAA securities

Duration of 4.1 years

U.S. Gov’t

and

Agencies

Cash and Short-

Term Investments

AAA

AA

A

BBB

BBB or Lower

18%

21%

30%

8%

18%

2%

3%

As of December 31, 2009

18

Compelling Transaction for Alterra

Shareholders

Max

shareholders

merge

with

a

“best

in

class”

reinsurance

franchise

Harbor Point shareholders merge with a global specialty insurer and reinsurer

Capital

of

~$3

billion

enhances

market

position

with

clients

and

brokers

Ability

to

fully

capitalize

on

market

opportunities

in

a

soft

or

hard

market

Capital benefit –

$300 million expected post-closing dividend

Key Harbor Point shareholders committed to this transaction

Negligible impact on book value and 2010E ROE guidance of 13%

Alterra

shareholders

will

benefit

from

stronger,

more

stable

book

value

growth

over

time

19

Alterra means “high ground”

–

a place of security

Alterra

Capital Holdings Limited

Bermuda

Ireland

United States

Lloyd’s

Latin America

20

Appendix

21

Shares Outstanding

____________________

Note: Before the impact of the expected post-closing dividend of ~$300 million ($2.50 per share).

(1)

Based on exchange ratio of 3.7769 shares of Max for each Harbor Point share.

(2)

Includes restricted shares/units.

As of December 31, 2009

Millions, except per share amounts

Harbor Point

(1)

Max

Primary Shares Outstanding

(2)

56.3

62.1

118.3

Warrant Shares

2.3

8.8

11.1

Weighted average strike price

$15.67

$22.62

$21.18

Option Shares

1.7

2.2

3.9

Weighted average strike price

$22.32

$26.64

$24.73

22

Alterra

Ownership

____________________

Note: As of December 31, 2009.  Max shareholdings based on public filings.

(1)

Includes restricted shares/units.

(2)

Includes options and warrants on an if-converted basis.

Harbor Point

Max

Shareholder

Primary

(1)

Diluted

(2)

Primary

(1)

Diluted

(2)

Primary

(1)

Diluted

(2)

Trident III (Stone Point Capital)

0.0%

0.0%

13.6%

17.3%

7.2%

9.5%

Louis Bacon and Moore Capital Management LLC

17.0%

19.5%

0.0%

0.0%

8.1%

8.8%

The Chubb Corporation

0.0%

0.0%

12.2%

16.1%

6.4%

8.8%

JP Morgan Partners

0.0%

0.0%

12.2%

10.3%

6.4%

5.7%

Fidelity Management & Research

6.8%

6.4%

0.0%

0.0%

3.2%

2.9%

DLJ Merchant Banking Partners

0.0%

0.0%

6.1%

5.2%

3.2%

2.8%

Morgan Stanley & Co.

0.0%

0.0%

6.1%

5.2%

3.2%

2.8%

Diamond Castle Partners

0.0%

0.0%

6.1%

5.2%

3.2%

2.8%

Institutional Investor

0.0%

0.0%

6.1%

5.2%

3.2%

2.8%

T. Rowe Price Associates, Inc.

6.0%

5.6%

0.0%

0.0%

2.8%

2.5%

Others --

None More than 2.5% of Alterra

70.3%

68.6%

37.7%

35.6%

53.2%

50.5%

Total

100.0%

100.0%

23

____________________

(1)

Includes restricted shares/units.

(2)

Reflects the net value based on the treasury stock method using Max’s closing share price as of March 3, 2010 of $24.27, or the value implied by such share price.

Transaction Values

($ in millions, except per share amounts)

Implied Multiple of 12/31/09 Book Value (Diluted)

Implied Multiple of 12/31/09 Tangible Book Value (Diluted)

Transaction Values

0.89x

0.80x

Max

Harbor Point

0.92x

0.93x

Max

Harbor Point

Harbor Point

Max

Max share price (03/03/10)

$24.27

$24.27

Exchange ratio

3.7769

Implied transaction value per share of HP

$91.67

Equity market value

(1)

$1,355.9

$1,506.4

$2,862.3

Plus: Unvested restriced

stock units

9.9

0.0

9.9

Plus: Net impact of options

(2)

6.4

0.0

6.4

Plus: Net impact of warrants

(2)

19.8

14.6

34.4

Fully diluted equity market value

$1,392.0

$1,521.0

$2,913.0

24

Calculation of Book Value Per Share

As of December 31, 2009

($ in thousands, except shares and per share amounts)

1.9% dilutive

to Max

0.4% dilutive

to Max

____________________

Note:

Book

value

per

share

figures

are

“non-GAAP

financial

measures”

as

defined

in

Regulation

G.

For

more

information,

see

the

joint

proxy

statement/prospectus

filed

with the SEC by Max on March 11, 2010.

(1)

Includes restricted shares/units.

(2)

Reflects the net value based on the treasury stock method using Max’s closing share price as of December 31, 2009 of $22.30, or the value implied by such share price.

(3)

Includes

the

impact

of

purchase

accounting

adjustments.

Excludes

the

impact

of

the

expected

post-closing

dividend

of

~$300

million

($2.50

per

share)

and

merger-

related transaction costs.

(4)

Reflects the elimination of Harbor Point goodwill of $251.7 million under purchase accounting.

Harbor Point

Max

(3)

Translation into

Max Shares

at 3.7769

Shares outstanding

Basic shares

(1)

55,867,125

16,433,945

62,069,367

117,936,492

Warrants (net)

(2)

683,163

607

2,229

685,392

Stock options (net)

(2)

221,656

0

0

221,656

Unvested restricted stock units

406,514

0

0

406,514

Diluted shares outstanding

57,178,458

16,434,552

62,071,596

119,250,054

Book value per share

Shareholders' equity

$1,564,633

$1,889,700

$3,202,604

(4)

Goodwill and intangible assets

(48,686)

(257,929)

Tangible shareholders' equity

$1,515,947

$1,631,771

$3,147,718

Diluted book value per share

$27.36

$114.98

$26.86

Diluted tangible book value per share

$26.51

$99.29

$26.40

25

Harbor Point –

Financial Highlights

Shareholders’

Equity ($ in millions)

Premiums Written ($ in millions)

Combined Ratio

2009 Gross Premiums Written

Total = $608 million

36%

49%

15%

49.1%

38.7%

33.3%

36.3%

44.3%

69.9%

47.3%

43.7%

0.0%

20.0%

40.0%

60.0%

80.0%

100.0%

120.0%

2006

2007

2008

2009

86.0%

92.8%

103.2%

80.6%

Casualty

Property

Specialty

$642.6

$672.5

$511.7

$607.5

$601.9

$506.8

$567.9

$590.4

$0

$100

$200

$300

$400

$500

$600

$700

2006

2007

2008

2009

$1,889.7

$1,691.5

$1,579.0

$1,461.9

$0

$400

$800

$1,200

$1,600

$2,000

2006

2007

2008

2009

NPW

GPW

Loss & LAE Ratio

Expense Ratio

26

Property

Casualty

Specialty

Total

Harbor Point Has A Well-Diversified Portfolio of Business

15%

36%

49%

75%

20%

5%

86%

14%

23%

31%

4%

16%

26%

2009 GPW: $296 million

2009 GPW: $221 million

2009 GPW: $91 million

2009 GPW: $608 million

Quota

Share

Per Risk

Catastrophe

Excess of Loss

Crop

Quota Share

Marine/Energy

Credit

Multi-line

Aviation

Property

Casualty

Specialty

$220.9

$225.3

$313.4

$220.4

$0

$100

$200

$300

$400

2006

2007

2008

2009

$295.9

$246.6

$282.3

$296.3

$0

$100

$200

$300

$400

2006

2007

2008

2009

$90.8

$39.8

$76.8

$126.0

$0

$100

$200

$300

$400

2006

2007

2008

2009

$607.5

$511.7

$672.5

$642.6

$0

$100

$200

$300

$400

$500

$600

$700

$800

2006

2007

2008

2009

27

Max –

Financial Highlights

Premiums Written ($ in millions)

2009 Gross Premiums Written

Shareholders’

Equity ($ in millions)

Combined Ratio

Total = $1,375 million

U.S. Specialty

Max at Lloyd’s

Life & Annuity

Reinsurance

Bermuda / Dublin

Insurance

Bermuda / Dublin

Reinsurance

$1,564.6

$1,280.3

$1,583.9

$1,390.1

$0

$400

$800

$1,200

$1,600

$2,000

2006

2007

2008

2009

$865.2

$1,078.3

$1,254.3

$1,375.0

$634.7

$796.6

$840.2

$894.5

$0

$300

$600

$900

$1,200

$1,500

2006

2007

2008

2009

NPW

GPW

18.7%

24.2%

23.0%

25.7%

62.4%

68.9%

64.0%

67.7%

0.0%

20.0%

40.0%

60.0%

80.0%

100.0%

120.0%

2006

2007

2008

2009

88.2%

86.4%

91.9%

88.1%

21%

9%

3%

31%

36%

Loss & LAE Ratio

Expense Ratio

28

Max Has a Strong Market Position in Specialty Classes …

Bermuda / Dublin Insurance

(31% of GPW)

Bermuda / Dublin Reinsurance

(36% of GPW)

16%

27%

42%

15%

Professional

Liability

Property

Excess

Liability

2009 GPW: $428 million

2009 GPW: $489 million

Aviation

Excess Liability

Property

Aviation

Workers Comp.

Professional Liability

Other

Med. Mal.

Marine &

Energy

Agriculture

$427.8

$389.4

$382.9

$396.6

$300

$400

$500

2006

2007

2008

2009

$489.0

$419.5

$345.2

$423.6

$300

$400

$500

2006

2007

2008

2009

17%

7%

6%

4%

14%

15%

18%

16%

3%

29

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

Max at Lloyd’s

(9% of GPW)

U.S. Specialty

(21% of GPW)

Launched in 2007

Nationwide niche E&S underwriter

91% non-admitted

2009 combined ratio = 99.5%

Acquired in November 2008

Direct and reinsurance

3 syndicates under management

2009 combined ratio = 86.3%

18%

2%

18%

15%

47%

31%

21%

1%

47%

2009: $285 million

2009: $129 million

Professional

Liability

Property

Marine

General

Casualty

Property

Aviation

Fin. Institutions

Prof. Liability

Accident

& Health