8-K

 

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, 2009

Max Capital Group Ltd.
__________________________________________
(Exact name of registrant as specified in its charter)

Bermuda	000-33047	98-0584464
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
Max House, 2 Front Street, Hamilton, Bermuda		HM 11
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

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

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[x]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On March 16, 2009, Max Diverified Services Ltd. ("MDS") and Max Bermuda Ltd. ("Max Bermuda," and together with MDS, the "Max Entities"), each a wholly owned subsidiary of the Registrant, entered into an amendment (the "Amendment") with Canadian Imperial Bank of Commerce ("CIBC") to amend certain agreements to which the Max Entities are party pursuant to a total return swap dated February 28, 2003 by and between Max Bermuda and CIBC, as previously amended (the "Swap").


The Amendment provides for, among other things, (i) a decrease in the maximum notional amount under the Swap to $160,000,000, (ii) a repurchase by Max Bermuda of 50,613 common shares of MDS from CIBC for consideration in the amount of $81,337,621.65, (iii) in the event of certain redemptions of common shares of MDS by Max Bermuda, a right by CIBC to require Max Bermuda to repurchase from CIBC the number of shares equal to at least 50% of the shares so redeemed, (iv) a right by Max Bermuda from time to time to repurchase from CIBC com mon shares of MDS under the Swap, in whole or in part, upon 30 days’ prior written notice or such shorter notice as may be agreed to by CIBC, and (v) certain restrictions on the ability of MDS to declare or pay dividends or other distributions to its stockholders or to make any loans or advances to Max Bermuda and its affiliates.

The description of the above-referenced Amendment is qualified in its entirety by reference to the complete text of the document, which is filed hereto as Exhibit 10.1.

Item 1.02 Termination of a Material Definitive Agreement.

On March 16, 2009, MDS entered into a Termination Agreement ("Termination") to terminate that Second Amended and Restated Customer Agreement, as amended, between Alstra Capital Management, LLC ("Alstra") and MDS.

The Termination, which is effective as of January 31, 2009, provides for a one-time termination payment to Alstra of $1,992,417 and includes certain customary waivers and releases between the parties, as applicable.

The description of the above-referenced Termination is qualified in its entirety by reference to the complete text of the document, which is filed hereto as Exhibit 10.2.

Item 8.01 Other Events.

On March 16, 2009, the Registrant issued a news release providing revised conference time and telephone and access numbers for interested investors and shareholders for the Registrant's presentation at the J.P. Morgan Credit and Equity Issuance Conference being held on Wednesday, March 18, 2009.

The news release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d)

10.1 Amendment Agreement, dated March 16, 2009, among Canadian Imperial Bank of Commerce, Max Bermuda Ltd. and Max Diversified Strategies Ltd.

10.2 Termination Agreement, dated March 16, 2009, between Max Diversified Strategies Ltd. and Alstra Capital Management, LLC.

99.1 News Release dated March 16, 2009.

This report 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 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 Annual Report and other documents filed by each of IPC or Max, as the case may be, with the Securities 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 report 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 report should not be considered as a rep resentation 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 pr oposed 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 report.


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

This material relates to a business combination transaction between IPC and Max which will become the subject of a registration statement filed by IPC with the SEC and joint proxy statements filed by IPC and Max with the SEC. This material is not a substitute for the joint proxy statement/prospectus that IPC would file with the SEC or any other documents which IPC or Max may send to their respective shareholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. All such documents, if filed, would be available free of charge at the SEC’s website (www.sec.gov) or by directing a request to IPC, at Jim Bryce, President and Chief Executive Officer, or John Weale, Executive Vice President and Chief Financial Officer, at 441-298-5100, in the case of IPC’s filings, or Max, at Joe Roberts, Chief Financial Officer, or Susan Spivak Bernstein, Senior Vice President, Investor Relations at 441-295-8800, in the case of Max’s filings.

PARTICIPANTS IN THE SOLICITATION:
IPC and Max and their respective directors, executive officers and other employees may be deemed to be participants in any solicitation of IPC and Max shareholders, respectively, in connection with the proposed transaction.

Information about IPC’s and Max’s directors and executive officers is available in IPC’s and Max’s proxy statements, dated April 29, 2008 and March 19, 2008, respectively for their 2008 annual meetings of shareholders.

SIGNATURES

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

	Max Capital Group Ltd.
March 17, 2009	By:	W. Marston Becker
		Name: W. Marston Becker
		Title: Chief Executive Officer

Exhibit Index

Exhibit No.	Description
10.1	Amendment Agreement, dated March 16, 2009, among Canadian Imperial Bank of Commerce, Max Bermuda Ltd. and Max Diversified Strategies Ltd.
10.2	Termination Agreement, dated March 16, 2009, between Max Diversified Strategies Ltd. and Alstra Capital Management, LLC.
99.1	News Release dated March 16, 2009.

EX-10.1

Exhibit 10.1

AMENDMENT AGREEMENT

Dated as of March 16, 2009

among

Canadian Imperial Bank of Commerce (“Party A”),

Max Bermuda Ltd. (f/k/a Max Re Ltd.) (“Party B”)

and

Max Diversified Strategies Ltd. (f/k/a Max Re Diversified Strategies Ltd.) (“MDS”)

INTRODUCTION

WHEREAS, Party A and Party B are parties to an ISDA Master Agreement, including the Schedule thereto, dated as of February 18, 2003 (as amended on March 31, 2004, November 9, 2004 and February 28, 2007) and a Credit Support Annex dated as of February 18, 2003 (as amended on February 28, 2007) (collectively, the “Agreement”);

WHEREAS, Party A and Party B are parties to the Confirmation dated November 9, 2004, Reference # NY OT00146 (as amended by that certain Amendment to Confirmation dated February 28, 2005 and that certain Amendment to Confirmation dated February 28, 2007, the “Confirmation”);

WHEREAS, Party A, Party B and MDS are parties to the Liquidity Agreement, dated as of February 18, 2003 (as amended by Amendment No. 1 to Liquidity Agreement dated as of February 28, 2005 and Amendment No. 2 to Liquidity Agreement dated as of February 28, 2007, the “Liquidity Agreement”);

WHEREAS, Party A, Party B and MDS are parties to the Stock Purchase Agreement, dated as of February 18, 2003 (as amended by Amendment No. 1 to Stock Purchase Agreement dated as of February 28, 2005 and Amendment No. 2 to Stock Purchase Agreement dated as of February 28, 2007, the “Stock Purchase Agreement”);

WHEREAS, pursuant to that certain letter dated May 4, 2006 from Party A to Party B, Party A agreed and acknowledged that the change in ownership of Alstra Capital Management LLC (“Alstra”) did not constitute an Additional Termination Event (under and as defined in the Agreement);

WHEREAS, Party A and Party B wish to amend the Agreement and the Confirmation; and

WHEREAS, Party A, Party B and MDS wish to amend the Liquidity Agreement and the Stock Purchase Agreement.

ACCORDINGLY, in consideration of the foregoing and of the mutual agreements herein contained:

IT IS HEREBY AGREED as follows:-

Subject to the satisfaction of the terms and conditions set forth herein, the amendments to the Agreement, the Confirmation, the Liquidity Agreement and the Stock Purchase Agreement set forth in this Amendment Agreement shall become effective as of the date hereof.

1. Omnibus Amendments.

A. Each reference in the Agreement, the Confirmation, the Liquidity Agreement and the Stock Purchase Agreement to “Max Re Ltd.” and “Max Re” is hereby deleted and replaced with “Max Bermuda Ltd.” and “Max Bermuda”, respectively.

B. Each reference in the Agreement, the Confirmation, the Liquidity Agreement and the Stock Purchase Agreement to “Max Re Diversified Strategies Ltd.” is hereby deleted and replaced with “Max Diversified Strategies Ltd.”

2. Amendments to the Agreement.

A. Part 1(h)(ii) of the Agreement shall be deleted in its entirety and replaced with the following:

“The Adjusted Net Asset Value of the Credit Support Provider in respect of any 12 month period or any part thereof declines by more than 30%. For purposes of this Agreement, “Adjusted Net Asset Value” shall mean, as of any date of determination, the Net Asset Value as of such date, adjusted to exclude the amount of aggregate withdrawals, redemptions and distributions made to the stockholders of the Credit Support Provider in compliance with Section 8.3 of the Stock Purchase Agreement to the extent such withdrawals, redemptions and distributions are included in the calculation of “Net Asset Value” as of such date.”

B. Part 1(h)(vi) of the Agreement shall be deleted in its entirety and replaced with the following:

“(vi) The trading manager of the Credit Support Provider shall cease for any reason to be a Qualified Manager without the prior written consent of Party A, which consent shall not be unreasonably withheld, conditioned or delayed. For purposes of this Agreement, “Qualified Manager” means the trading manager of the Credit Support Provider which is an Affiliate of Party B or the Credit Support Provider.”

C. Part 1(h)(ix) of the Agreement shall be deleted in its entirety and replaced with the following:

“The trading manager of the Credit Support Provider fails to comply with the Investment Policy (as such Investment Policy may be amended from time to time with Party A’s written consent).”

3. Amendments to the Confirmation.

A. Section 2 of the Confirmation is amended by deleting and replacing the definition of “Number of Shares” under the heading ‘EQUITY AMOUNTS PAYABLE BY CIBC’ with the following:

“Number of Shares: 143,952 Shares, subject to adjustment as provided under the headings ‘ADJUSTMENTS’, ‘MANDATORY REDEMPTIONS’ and ‘PARTIALLY REDEEMABLE SHARES AND PARTIALLY ACCELERATED SHARES’.”

B. Section 2 of the Confirmation is amended by deleting and replacing the definition of “Maximum Notional Amount” under the heading ‘EQUITY AMOUNTS PAYABLE BY CIBC’ with the following:

“Maximum Notional Amount: (i) On or prior to the “Initial Partial Acceleration Purchase Date” (as defined in the Liquidity Agreement), USD 300,000,000, and (ii) at any time after the Initial Partial Acceleration Purchase Date, USD 160,000,000.”

C. Section 2 of the Confirmation is amended by deleting and replacing the definition of “Equity Notional Amount” under the heading ‘EQUITY AMOUNTS PAYABLE BY CIBC’ with the following:

“Equity Notional Amount: Initially, the product of (a) the Number of Shares and (b) the Unit NAV as of the last Quarterly Valuation Date prior to the Amendment Effective Date, subject to adjustment on each Quarterly Valuation Date, Mandatory Redemption Date, Partial Redemption Purchase Date (as defined in the Liquidity Agreement) and Partial Acceleration Purchase Date (as defined in the Liquidity Agreement) so that the Equity Notional Amount equals the Capped Equity Value on such Quarterly Valuation Date, Mandatory Redemption Date, Partial Redemption Purchase Date and Partial Acceleration Purchase Date, subjectto adjustments as provided below under the heading ‘ADJUSTMENTS’.”

D. Section 2 of the Confirmation is amended by adding the following under the heading ‘ADJUSTMENTS’:

“PARTIALLY REDEEMABLE
SHARES AND PARTIALLY In the event of (A) a purchase by
Counterparty of any Partially Redeemable

ACCELERATED SHARES: Shares (as defined in the Liquidity Agreement) pursuant to Sections 2.2(a), 2.2(b) and 2.3(b) of the Liquidity Agreement, (B) a purchase by Counterparty of any Partially Accelerated Shares (as defined in the Liquidity Agreement) pursuant to Sections 2.2(c), 2.2(d) and 2.3(c) of the Liquidity Agreement, or (C) the redemption of any Partially Redeemable Shares by the Fund pursuant to Section 8.1 of the Liquidity Agreement, then the Equity Notional Amount and the Number of Shares shall be reduced accordingly on the relevant Equity Payment Date. Such Equity Payment Date is considered to be a Termination Date that is applicable only to the Partially Redeemable Shares or Partially Accelerated Shares that are so purchased by Counterparty or redeemed by the Fund, as the case may be.”

E. Section 8 of the Confirmation is amended by deleting each reference to “Purchase Date” and inserting “Final Purchase Date” in lieu thereof.

F. Section 8 of the Confirmation is further amended by deleting the reference to “Section 2.3” and inserting “Sections 2.4(a) or (b)” in lieu thereof.

4. Amendments to the Liquidity Agreement.

A. Article II of the Liquidity Agreement is hereby amended and restated in its entirety as follows:

“ARTICLE II.

PURCHASE OF THE SHARES

SECTION 2.1 Purchase and Sale of the Shares on the Final Purchase Date.

Upon the terms and subject to the conditions set forth in this Agreement, on the Final Purchase Date specified in Section 2.3(a), or earlier if accelerated under Section 2.4(a) or (b), CIBC shall deliver and sell the Shares (except, in each case, the Partially Redeemable Shares and Partially Accelerated Shares that have been sold by CIBC and purchased by Max Bermuda pursuant to Section 2.2 or redeemed pursuant to Section 8.1)

(a) to Max Bermuda, free and clear of all Liens, and Max Bermuda agrees to purchase from CIBC the Shares, for a purchase price equal to the net asset value of the Company’s investments and cash as determined by the Custodian Valuation as of the Final Purchase Date unless such Final Purchase Date is not the last day of a calendar month, in which case the net asset value shall be determined by the Custodian Valuation as of the last day of the calendar month immediately prior to the Final Purchase Date or

(b) pursuant to terms of an offer to purchase solicited by CIBC from third parties; provided, however, that at least 30 days prior to the Final Purchase Date, CIBC shall deliver a written notice of such offer (an “Offer Notice”) to Max Bermuda. The Offer Notice shall disclose in reasonable detail the proposed terms and conditions of the proposed offer under this section 2.1(b); provided that the purchase price specified in the Offer Notice shall be payable in cash on the Final Purchase Date. Prior to any sale under this Section 2.1(b), Max Bermuda shall be entitled to purchase the Shares at the price and on the terms specified in the Offer Notice by delivering written notice of such election (the “Election Notice”) to CIBC as soon as practicable but in no event later than 10 days prior to the Final Purchase Date. If Max Bermuda elects to purchase the Shares under this Section 2.1(b), CIBC shall deliver and sell to Max Bermuda, on the Final Purchase Date, the Shares, free and clear of all Liens for a purchase price equal to the price specified in the Offer Notice. Unless the Shares are to be acquired by Max Bermuda, CIBC may sell the shares on the Final Purchase Date to a third party at a price no less than the price per share specified in the Offer Notice and on other terms no more favorable to the transferee than offered to Max Bermuda in the Offer Notice.

In the event that Max Bermuda purchases the Shares (other than any Partially Redeemable Shares and Partially Accelerated Shares that have been sold by CIBC and purchased by Max Bermuda pursuant to Section 2.2 or redeemed pursuant to Section 8.1) from CIBC pursuant to this Section 2.1, at the final purchase closing (the “Final Purchase Closing”), CIBC agrees to deliver to Max Bermuda certificates representing such Shares, duly endorsed (or accompanied by duly executed stock transfer powers). At the Final Purchase Closing, Max Bermuda agrees to pay to CIBC the Final Purchase Price as specified in Section 2.3(a).

SECTION 2.2 Purchase and Sale of the Partially Redeemable Shares and the Partially Accelerated Shares.

(a) In the event the Company voluntarily redeems, or is required by law or regulatory authority having jurisdiction over the Company to redeem, any Common Shares held by Max Bermuda (“Max Bermuda Redeemed Shares”), CIBC shall have the right, upon the terms and subject to the conditions set forth in this Agreement, to require Max Bermuda to purchase from CIBC pursuant to this Section 2.2(a) and Section 2.3(b) herein the number of Shares equal to the product of (i) the Max Bermuda Redeemed Shares multiplied by (ii) the Pro Rata Ratio (any such Shares, “Partially Redeemable Shares”). For purposes of this Agreement, “Pro Rata Ratio” means 0.50 or such greater number as may be mutually agreed by CIBC and Max Bermuda.

(b) Upon the terms and subject to the conditions set forth in this Agreement, on each Partial Redemption Purchase Date specified in Section 2.3(b) CIBC shall deliver and sell to Max Bermuda the Partially Redeemable Shares, free and clear of all Liens, and Max Bermuda agrees to purchase from CIBC such Partially Redeemable Shares, for a purchase price equal to the net asset value of the Company’s investments and cash as determined by the Custodian Valuation as of such Partial Redemption Purchase Date unless such Partial Redemption Purchase Date is not the last day of a calendar month, in which case the net asset value shall be determined by the Custodian Valuation as of the last day of the calendar month immediately prior to such Partial Redemption Purchase Date. In the event that Max Bermuda purchases the Partially Redeemable Shares from CIBC pursuant to Section 2.2(a) and this Section 2.2(b), at the purchase closing therefor (each such purchase closing, a “Partial Redemption Purchase Closing”), CIBC agrees to deliver to Max Bermuda certificates representing such Partially Redeemable Shares, duly endorsed (or accompanied by duly executed stock transfer powers). At each Partial Redemption Purchase Closing, Max Bermuda agrees to pay to CIBC the applicable Partial Redemption Purchase Price as specified in Section 2.3(b).

(c) On or after the applicable effective date of any Partial Acceleration Notice given by Max Bermuda to CIBC pursuant to Section 2.4(c), Max Bermuda shall have the right, upon the terms and subject to the conditions set forth in this Agreement, to purchase from CIBC pursuant to this Section 2.2(c) and Section 2.3(c) herein the number of Shares specified in any such Partial Acceleration Notice (any such Shares, “Partially Accelerated Shares”).

(d) Upon the terms and subject to the conditions set forth in this Agreement, on each Partial Acceleration Purchase Date specified in Section 2.3(c) CIBC shall deliver and sell to Max Bermuda the Partially Accelerated Shares, free and clear of all Liens, and Max Bermuda agrees to purchase from CIBC such Partially Accelerated Shares, for a purchase price equal to the net asset value of the Company’s investments and cash as determined by the Custodian Valuation as of such Partial Acceleration Purchase Date unless such Partial Acceleration Purchase Date is not the last day of a calendar month, in which case the net asset value shall be determined by the Custodian Valuation as of the last day of the calendar month immediately prior to such Partial Acceleration Purchase Date. In the event that Max Bermuda purchases the Partially Accelerated Shares from CIBC pursuant to Section 2.2(c) and this Section 2.2(d), at the purchase closing therefor (each such purchase closing, a “Partial Acceleration Purchase Closing”), CIBC agrees to deliver to Max Bermuda certificates representing such Partially Accelerated Shares, duly endorsed (or accompanied by duly executed stock transfer powers). At each Partial Acceleration Purchase Closing, Max Bermuda agrees to pay to CIBC the applicable Partial Acceleration Purchase Price as specified in Section 2.3(c).

SECTION 2.3 Purchase Price; Purchase Closing.

(a) The sale and purchase of the Shares pursuant to Section 2.1 (other than any Partially Redeemable Shares and Partially Accelerated Shares that have been sold by CIBC and purchased by Max Bermuda pursuant to Section 2.2 or redeemed pursuant to Section 8.1) shall take place at the Final Purchase Closing on the Termination Date (as defined in the Swap Agreements), or earlier if accelerated under Section 2.3 herein. The date of the Final Purchase Closing is herein called the “Final Purchase Date”. The purchase price for the Shares shall be equal to the amount determined under Section 2.1(a) or (b) herein (the “Final Purchase Price”). In the event that Max Bermuda purchases such Shares from CIBC pursuant to Section 2.1 herein, payment of the Purchase Price shall be made by Max Bermuda by wire transfer of immediately available funds to such account(s) as shall have been designated by CIBC. CIBC shall deliver to Max Bermuda the certificates representing such Shares against confirmation of payment of the Final Purchase Price therefor.

(b) Each sale and purchase of the Partially Redeemable Shares pursuant to Sections 2.2(a) and 2.2(b) shall take place at the applicable Partial Redemption Purchase Closing. The date of each such Partial Redemption Purchase Closing is herein called the “Partial Redemption Purchase Date”. The purchase price for such Partially Redeemable Shares shall be equal to the amount determined under Sections 2.2(a) and 2.2(b) (the “Partial Redemption Purchase Price”). In the event that Max Bermuda purchases such Partially Redeemable Shares from CIBC pursuant to Sections 2.2(a) and 2.2(b) herein, payment of the Partial Redemption Purchase Price therefor shall be made by Max Bermuda by wire transfer of immediately available funds to such account(s) as shall have been designated by CIBC. CIBC shall deliver to Max Bermuda the certificates representing such Partially Redeemable Shares against confirmation of payment of the Partial Redemption Purchase Price therefor.

(c) Each sale and purchase of the Partially Accelerated Shares pursuant to Sections 2.2(c) and 2.2(d) shall take place at the applicable Partial Acceleration Purchase Closing. The date of each such Partial Acceleration Purchase Closing is herein called the “Partial Acceleration Purchase Date”. The purchase price for such Partially Accelerated Shares shall be equal to the amount determined under Sections 2.2(c) and 2.2(d) (the “Partial Acceleration Purchase Price”). In the event that Max Bermuda purchases such Partially Accelerated Shares from CIBC pursuant to Sections 2.2(c) and (d) herein, payment of the Partial Acceleration Purchase Price therefor shall be made by Max Bermuda by wire transfer of immediately available funds to such account(s) as shall have been designated by CIBC. CIBC shall deliver to Max Bermuda the certificates representing such Partially Accelerated Shares against confirmation of payment of the Partial Acceleration Purchase Price therefor.

(d) Each of CIBC and Max Bermuda hereby agrees and acknowledges that on March 16, 2009 (the “Initial Partial Acceleration Purchase Date”) (i) Max Bermuda shall purchase from CIBC and CIBC shall sell to Max Bermuda 50,613 Shares, which Shares will be deemed Partially Accelerated Shares for purposes of this Agreement (the “Initial Partially Accelerated Shares”), in consideration for the payment by Max Bermuda to CIBC by wire transfer of immediately available funds of USD 81,337,621.65, which amount represents the Partial Acceleration Purchase Price in respect of such Initial Partially Accelerated Shares, (ii) CIBC shall deliver to Max Bermuda the certificates representing such Initial Partially Accelerated Shares, duly endorsed (or accompanied by duly executed stock transfer powers), against confirmation of payment of the Partial Acceleration Purchase Price therefor, and (iii) the purchase and sale of such Initial Partially Accelerated Shares shall otherwise be conducted in accordance with the provisions of Sections 2.2(c), 2.2(d) and 2.3(c) herein, provided, however, that each of CIBC and Max Bermuda hereby waives the requirement under Sections 2.2(c) and 2.4(c) to deliver a Partial Acceleration Notice in respect of such Initial Partially Accelerated Shares.

SECTION 2.4 Accelerated Purchase Closing; Partial Acceleration Notice.

(a) CIBC shall have the right to accelerate the Final Purchase Date upon the occurrence of an Event of Default if Max Bermuda is the Defaulting Party or a Termination Event or Additional Termination Event if Max Bermuda is the Affected Party under the Swap Agreements.

(b) Max Bermuda shall have the right to accelerate the Final Purchase Date upon the occurrence of one or more of the following:

(i) An Event of Default if CIBC is the Defaulting Party or a Termination Event or Additional Termination Event if CIBC is the Affected Party under the Swap Agreements;

(ii) Any attempt by CIBC, directly or indirectly, to sell, assign, pledge, dispose, convey, gift, hypothecate, encumber or otherwise transfer (each, a “Transfer”) to any Person (a “Transferee”) any of the Shares except as provided in Sections 2.1 and 2.2 herein; or

(iii) Upon 30 days’ prior written notice to CIBC or such shorter period as may be agreed to by CIBC.”

(c) From time to time, upon 30 days’ prior written notice to CIBC or such shorter period as may be agreed to by CIBC (each such notice, a “Partial Acceleration Notice”), Max Bermuda shall have the right to purchase from CIBC pursuant to Sections 2.2(c) and 2.3(c) herein the number of Shares specified in any such Partial Acceleration Notice.

B. Section 7.1 of the Liquidity Agreement is hereby amended and restated in its entirety as follows:

“SECTION 7.1 Prohibition on Transfers.

CIBC agrees that, unless at any time Max Bermuda shall otherwise expressly consent in writing, it shall not directly or indirectly Transfer to any Transferee any of the Shares, except in accordance with the terms of Sections 2.1 and 2.2 herein. Any purported Transfer in violation of this Section 7.1 shall be void and ineffectual and shall not operate to transfer any interest or title to the purported Transferee.”

C. Section 8.1 of the Liquidity Agreement is hereby amended and restated in its entirety as follows:

“SECTION 8.1 Share Redemption.

The Company agrees that, unless at any time CIBC shall otherwise expressly consent in writing, it shall, upon the default of Max Bermuda to purchase (i) the Shares under Section 2.1(a) herein, (ii) any Partially Redeemable Shares under Sections 2.2(a) and 2.2(b) herein, or (iii) any Partially Accelerated Shares under Sections 2.2(c) and 2.2(d) herein, and, in each case, at the written request of CIBC, redeem such Shares, Partially Redeemable Shares or Partially Accelerated Shares, as the case may be, held by CIBC for cash in an amount equal to the net asset value of the Company’s cash and investments as determined by the Custodian Valuation as of the date of redemption unless the date of redemption is not the last day of a calendar month, in which case the net asset value shall be determined by the Custodian Valuation as of the last day of the calendar month immediately prior to the date of redemption. If necessary to satisfy its obligation under this Section 8.1, the Company shall liquidate, only to the extent necessary to meet its obligation, investments as rapidly as is contractually permitted to generate the cash necessary to meet the obligation hereunder.”

D. Section 9.1 of the Liquidity Agreement is hereby amended and restated in its entirety as follows:

“SECTION 9.1 Adjustments.

In connection with any payment to be made under Sections 2.1(a) or 2.2 herein with respect to a purchase of the Shares, any Partially Redeemable Shares or any Partially Accelerated Shares, as the case may be, by Max Bermuda or under Section 8.1 herein with respect to a redemption of the Shares, any Partially Redeemable Shares or any Partially Accelerated Shares, as applicable, payment shall be made based on the Custodian Valuation reported in the most recently available monthly report from the Custodian. If such Custodian Valuation is not the Custodian Valuation specified in Sections 2.1(a), 2.2(b), 2.2(d) or 8.1, as applicable, on the date one business day following the date Max Bermuda provides to CIBC the monthly report from the Custodian containing the specified Custodian Valuation, Max Bermuda or the Company, as applicable, or CIBC shall pay to the other such amount as is necessary to result in payment of the amount due using the specified Custodian Valuation in Sections 2.1(a), 2.2(b), 2.2(d) and 8.1, as applicable.”

E. Section 10.2 of the Liquidity Agreement is hereby amended and restated in its entirety as follows:

“SECTION 10.2 Expenses; Brokers.

CIBC shall pay any sales or transfer taxes in connection with the sales made pursuant to Sections 2.1 and 2.2 of this Agreement. The parties shall otherwise pay their own respective expenses incurred in connection with this Agreement.”

5. Amendments to the Stock Purchase Agreement.

Article VIII of the Stock Purchase Agreement is hereby amended by adding the following as new Section 8.3:

“SECTION 8.3 Restrictions on Capital Distributions and Loans.

Not, directly or indirectly, (i) declare or make any dividend payment, or make any other distribution of cash, property or assets, in respect of any of the Common Shares during the Term, provided, however, that the Company may purchase, redeem, retire, defease or otherwise acquire for value any Common Shares from its stockholders, or set aside funds for any of the foregoing, or (ii) make any loans or advances to Max Bermuda or any of its Affiliates.”

6. Consent to Termination of Alstra as Trading Manager of MDS.

Party A hereby consents to the termination of Alstra as the trading manager of MDS and hereby agrees and acknowledges that no Additional Termination Event (as defined in the Agreement) shall result from such termination.

7. Miscellaneous.

A. Each of Party A and Party B hereby confirms and acknowledges that, subject to the amendments set forth herein, each of the Agreement and the Confirmation shall remain in full force and effect. Each of Party A, Party B and MDS hereby confirms and acknowledges that, subject to the amendments set forth herein, the Liquidity Agreement and the Stock Purchase Agreement shall remain in full force and effect.

B. Each of Party A, Party B and MDS hereby represents that it is duly authorized and empowered to execute, deliver and perform this Amendment Agreement and that such action does not conflict with or violate any provision of law, rule or regulation, contract, deed of trust, or other instrument to which it is a party or to which any of its property is subject, and that this Amendment Agreement is a valid and binding obligation of such party, enforceable against it in accordance with its terms.

C. Each of Party A and Party B makes, as of the effective date of this Amendment Agreement, the representations set forth in Section 3 of the Agreement; provided that the phrase “this Agreement,” as used in said Section 3 shall mean (for the purposes of this paragraph 3 only) both this Amendment Agreement and the Agreement as amended hereby.

D. This Amendment Agreement may be executed in counterparts and by facsimile, each of which will be deemed an original.

E. This Amendment Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to the choice of law doctrine.

[Signature page follows.]

IN WITNESS whereof the parties hereto have caused this Amendment Agreement to be duly executed the day and year first above written.

Canadian Imperial Bank of Commerce

................................................
Name:
Title:

Max Bermuda Ltd.

................................................
Name:
Title:

Max Diversified Strategies Ltd.

................................................
Name:
Title:

Exhibit 10.2

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (this “Agreement”) is entered into as of March 16, 2009, by and among Max Diversified Strategies Ltd. (“Customer”) and Alstra Capital Management, LLC (“Alstra”).

WHEREAS, Customer and Alstra are parties to that certain Second Amended and Restated Customer Agreement and Trading Authorization dated as of February 14, 2006 as amended as of May 5, 2008 and November 20, 2008 (the “Customer Agreement”); and

WHEREAS, Customer desires to terminate the Customer Agreement as provided herein.

NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Termination of Customer Agreement. The Customer Agreement is hereby terminated as of January 31, 2009 and is of no further force and effect, and no party thereto shall have any surviving obligations, rights, or duties thereunder.

2. Termination Amount. In consideration of the waiver set forth in Section 3 hereto, Customer shall make a one-time payment to Alstra of $1,992,417 (the “Termination Amount”) on or before March 20, 2009 to the account directed to Customer by Alstra in full satisfaction of any amounts due and payable under the Customer Agreement. Alstra agrees to apply the Termination Amount as set forth on Schedule A hereto.

3. Waiver. In consideration of the foregoing, Alstra agrees to waive any and all claims, known or unknown, it has or may have against Customer and its officers, directors, agents and employees and their respective successors and assigns under the Customer Agreement, including without limitation Section 10 thereof, including, but not limited to, the right to receive prior written notice of termination of the Customer Agreement and any payments contemplated under the Customer Agreement.

4. Releases.

(a) Upon the satisfaction of the conditions set forth in Sections 2 and 3 hereof, the arrangements and agreements as between Customer and Alstra pursuant to the Customer Agreement are terminated, cancelled and of no further force and effect and Customer and Alstra shall have no further obligations, duties or responsibilities in connection with the Customer Agreement.

(b) Alstra hereby releases, discharges and acquits Customer and its officers, directors, agents and employees and their respective successors and assigns, from all obligations to Alstra (and its successors and assigns) and from any and all claims, demands, debts, accounts, contracts, liabilities, actions and causes of actions, whether in law or in equity, that Alstra at any time had or has, or that its successors and assigns hereafter can or may have against Customer, its officers, directors, agents or employees and their respective successors and assigns.

5. Binding Effect.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

6. Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, and all of which when taken together shall constitute one and the same instrument as if the parties hereto had executed the same instrument.

7. Entire Agreement.  This Agreement constitutes the entire agreement among the parties hereto in respect of the subject matter hereof and supersedes any and all prior agreements, understandings, and representations, whether written or oral, relating to the subject matter hereof.

8. Governing Law.  This Agreement and the rights and obligations hereunder shall be governed in all respects, including as to validity, interpretation, and effect, by the laws of the State of New York, U.S.A. without giving effect to the principles thereof relating to conflicts of law.

[signature page follows]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

MAX DIVERSIFIED STRATEGIES LTD.

By:
Name:
Title:

ALSTRA CAPITAL MANAGEMENT, LLC

By:
Name:
Title:

Exhibit 99.1

MAX CAPITAL GROUP TO PRESENT AT THE 2009 J.P. MORGAN CREDIT AND EQUITY INSURANCE CONFERENCE – UPDATED PRESENTATION TIME AND NEW DIAL IN NUMBERS

HAMILTON, Bermuda, Monday March 16, 2009—Max Capital Group Ltd. (NASDAQ: MXGL; BSX: MXGL BH) today announced that both the time and the dial in number to access the presentation given by Chief Executive Officer W. Marston (Marty) Becker at the 2009 J. P. Morgan Credit and Equity Insurance Conference being held at 383 Madison Avenue, New York, on Wednesday March 18, 2009 have been changed.

The new details are as follows:

Time: 9:45 a.m. Eastern Time, Wednesday March 18, 2009

Dial-in: 800-988-9500
Passcode: 7209713

Replay Dial-in: 888-676-2680
Replay Passcode: 56789

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

This press release includes statements about future economic performance, finances, expectations, plans and prospects of both IPC Holdings, Ltd. (“IPC”) and Max Capital Group Ltd. (“Max”) that constitute forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to certain risks and uncertainties 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 Annual Report and other documents filed by each of IPC or Max, as the case may be, with the Securities 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 press release contains certain forward-looking statements within the meaning of the U.S. federal securities laws. Statements that are not historical facts, including statements about our beliefs, plans or expectations, are forward-looking statements. These statements are based on our current plans, estimates and expectations. Some forward-looking statements may be identified by our use of terms such as “believes,” “anticipates,” “intends,” “expects” and similar statements of a future or forward looking nature. In light of the inherent risks and uncertainties in all forward-looking statements, the inclusion of such statements in this press release should not be considered as a representation by us or any other person that our objectives or plans will be achieved. A non-exclusive list of important factors that could cause actual results to differ materially from those in such forward-looking statements includes the following: (a) the occurrence of natural or man-made catastrophic events with a frequency or severity exceeding our expectations; (b) the adequacy of our loss reserves and the need to adjust such reserves as claims develop over time; (c) any lowering or loss of financial ratings of any wholly-owned operating subsidiary; (d) the effect of competition on market trends and pricing; (e) changes in general economic conditions, including changes in interest rates and/or equity values in the United States of America and elsewhere and continued instability in global credit markets; and (f) other factors set forth in the most recent reports on Form 10-K, Form 10-Q and other documents of IPC or Max, as the case may be, on file with the SEC. Risks and uncertainties relating to the proposed transaction include the risks that: the parties will not obtain the requisite shareholder or regulatory approvals for the transaction; the anticipated benefits of the transaction will not be realized; and/or the proposed transactions will not be consummated. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We do not intend, and are under no obligation, to update any forward looking statement contained in this press release.

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

This material relates to a business combination transaction between IPC and Max which will become the subject of a registration statement filed by IPC with the SEC and joint proxy statements filed by IPC and Max with the SEC. This material is not a substitute for the joint proxy statement/prospectus that IPC would file with the SEC or any other documents that IPC or Max may send to their respective shareholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. 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:

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

Information about Max’s and IPC’s directors and executive officers is available in Max’s and IPC’s proxy statements, dated March 19, 2008 and April 29, 2008, respectively, for their 2008 annual meetings of shareholders.

Contacts

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