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 1, 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 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT

Agreement and Plan of Amalgamation

Max Capital Group Ltd. (“Max”) announced on March 2, 2009 that it had entered into an Agreement and Plan of Amalgamation (the “Amalgamation Agreement”) with IPC Holdings, Ltd. (“IPC”) and IPC’s wholly-owned subsidiary IPC Limited pursuant to which, subject to the terms and conditions set forth therein, Max will amalgamate with IPC Limited (the “Amalgamation”). Immediately following the Amalgamation, IPC will change its name to “Max Capital Group Ltd.” The announcement was made jointly by Max and IPC (the “Joint Press Release”). A copy of the Joint Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

After the effective time of the Amalgamation, Max shareholders will have the right to receive 0.6429 common shares of IPC in exchange for each Max common share they hold, unless they exercise appraisal rights. It is expected that, for U.S. federal income tax purposes, such exchange will be tax free for Max shareholders who hold less than 5 percent of the shares of the combined company after the exchange.

Upon consummation of the Amalgamation, we anticipate that IPC will continue to trade on NASDAQ Global Select Market under its new name Max Capital Group Ltd. The board of directors of the combined company will consist of twelve directors: the six current independent directors of IPC and five independent directors from Max, as well as Max’s current Chief Executive Officer. Max’s Chief Executive Officer will become the Chief Executive Officer of the combined company. The combined company will serve as the Bermuda-based holding company for the existing global specialty insurance and reinsurance operating subsidiaries of Max and IPC.

The boards of directors of both IPC and Max have unanimously adopted the Amalgamation Agreement, and have deemed it fair, advisable and in the best interests of their respective companies and shareholders to enter into the Amalgamation Agreement and to consummate the transactions contemplated thereby, including, in Max’s case, the amendment to its bye-laws as further described below. Max intends to seek shareholder approval at the shareholder meeting to amend its bye-laws prior to the vote on the Amalgamation to provide that not less than 50% of the common shares voting at the meeting are required to consummate the Amalgamation (without such amendment, approval of not less than 75% of Max shareholders voting would be required). The approval of not less than 50% of the common shares voting at the meeting are required to approve this bye-law amendment. IPC must obtain the approval of not less than 50% of the common shares voting at the meeting to consummate the Amalgamation.

The Amalgamation is expected to close in the third quarter of 2009, subject to customary closing conditions, including shareholder approvals and receipt of certain insurance and other regulatory approvals.

The Amalgamation Agreement can be terminated by IPC if the total number of dissenting shares exceeds 15% of the issued and outstanding Max common shares on the business day immediately following the last day on which the holders of Max’s common shares can require appraisal of their shares under Bermuda law. In addition, the Amalgamation Agreement can be terminated by either IPC or Max after its respective shareholder meeting to vote on the amalgamation if the other party’s book value (calculated in the manner specified in the agreement as of the business day immediately preceding the shareholder meeting) has declined by 50% or if that party’s book value has declined 20 percentage points more than the terminating party’s book value (an increase in book value is deemed for this calculation to be no increase).

Each of Max and IPC has agreed that neither it nor any of its subsidiaries nor any of the officers and directors of it or its subsidiaries shall initiate, solicit, encourage or facilitate (including by providing information) any effort or attempt to make or implement any competing proposal or offer, as further described in the Amalgamation Agreement.

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If either of Max or IPC terminates the agreement in the circumstances set forth in the Amalgamation Agreement, the non-terminating party will be required to pay the other a termination fee of $50 million: (1) subject to certain customary exceptions, if such party’s board of directors has changed or failed to include in the joint proxy statement its recommendation to shareholders to vote in favor of the Amalgamation, or has approved or recommended a competing proposal; (2) if the Amalgamation shall not have been consummated by November 30, 2009 and within 12 months thereafter the non-terminating party enters into or consummates a competing transaction that was publicly announced or otherwise communicated to the officers of the non-terminating party or its board of directors before November 30, 2009; (3) if the Amalgamation Agreement is terminated on the basis of certain material breaches (as provided therein) and if within 12 months of the date of termination the non-terminating party enters into or consummates a competing transaction that was publicly announced or otherwise communicated to its officers or board of directors before its shareholders vote; (4) Max will pay the termination fee to IPC if either party has terminated the agreement for failure to obtain the required vote of Max shareholders (and if IPC is the terminating party, its required shareholder vote has either been obtained or not yet taken) and if within 12 months of the date of termination Max enters into or consummates a competing transaction that was publicly announced or otherwise communicated to its officers or board of directors before its shareholder vote; and (5) IPC will pay the termination fee to Max if either party has terminated the agreement for failure to obtain the required vote of IPC shareholders (and if Max is the terminating party, its required shareholder vote has either been obtained or not yet taken) and if within 12 months of the date of termination IPC enters into or consummates a competing transaction that was publicly announced or otherwise communicated to its officers or board of directors before its shareholder vote.

A copy of the Amalgamation Agreement is attached to this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference. This description of the Amalgamation Agreement and the transactions contemplated thereby is not complete and are qualified in its entirety by reference to Amalgamation Agreement.

Conditional Amendments to Credit Agreement

The information set forth in Item 2.03 of this Current Report is incorporated into this Item 1.01 as if set forth herein in full.

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ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

In connection with entering into the Amalgamation Agreement, Max Bermuda Ltd. and Max entered into the Third Amendment and Limited Consent to Credit Agreement (the “Third Amendment”) with the Lender parties thereto (“Lenders”) and Bank of America, National Association, as Administrative Agent. The Third Amendment includes the required Lenders’ consent for Max to enter into the Amalgamation Agreement, and includes certain amendments to the Credit Agreement among them, dated as of August 7, 2007, as amended as of September 16, 2008 and October 1, 2008 (the “Credit Agreement”). IPC has contemporaneously entered into an amendment to make substantially similar arrangements in respect of the IPC/Wachovia Facility (as described below). The amendments under the Third Amendment and similar amendments to the IPC/Wachovia Facility will take effect if, and only if, the Amalgamation occurs and certain other conditions precedent are satisfied. Upon the effectiveness of the amendments under the Third Amendment and similar amendments to the IPC/Wachovia Facility, certain covenants, events of default and certain other provisions in the Credit Agreement will be amended to be substantially similar to those set forth in the IPC/Wachovia Facility, as amended. As amended, the financial covenants will include limitations on the ratio of maximum consolidated indebtedness to total capitalization and the minimum consolidated net worth, in each case in respect of the combined company.

If the amendments under the Third Amendment become effective, the commitments available under the $150,000,000 senior unsecured credit facility available for revolving borrowings and letters of credit will be reduced to $75,000,000. In addition, the amendments would increase the applicable interest rates and fees under the facilities, modify borrowing base calculations and amend certain financial, reporting, negative and other covenants and provide for additional events of default. The events of default would include, among others, the non-payment of any principal or interest, the cross-default to the IPC/Wachovia Facility, the non-payment under other material indebtedness of the combined companies, the bankruptcy or insolvency of IPC or any material subsidiary, a change in control and the breach of certain warranties and representations, covenants and agreements.

As a condition to the effectiveness of the Third Amendment, Max will be required to guarantee the obligations of (1) Max Bermuda Ltd. under the Credit Agreement and (2) IPC and IPCRe Limited under the Credit Agreement, dated as of April 13, 2006, among IPC, IPCRe Limited, the lenders identified therein and Wachovia Bank, National Association, as administrative agent, as amended (the “IPC/Wachovia Credit Facility”). IPC would similarly be required to guarantee the obligations of Max and Max Bermuda under the Credit Agreement. The IPC/Wachovia Facility includes a $250,000,000 million five-year senior secured credit facility for letters of credit and a $250,000,000 five-year unsecured senior credit facility (which, upon the effectiveness of the aforementioned amendments to the IPC/Wachovia Facility, will be reduced to $125,000,000) for letters of credit and loans to IPC.

A copy of the Third Amendment is filed with this Current Report on Form 8-K as Exhibit 10.1 , and is incorporated herein by reference. This description of the Third Amendment is not complete and is qualified in its entirety by reference to that document.

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ITEM 8.01 OTHER EVENTS

In connection with the announcement of the Amalgamation Agreement, Max is filing as Exhibit 99.2 to this Current Report on Form 8-K the materials being used in connection with presentations to and conversations with investors beginning the date hereof.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits
Exhibit	Description
Exhibit 2.1	Agreement and Plan of Amalgamation, dated as of March 1, 2009, among IPC Holdings, Ltd., IPC Limited and Max Capital Group Ltd.
Exhibit 10.1	Third Amendment and Limited Consent to Credit Agreement, dated as of February 28, 2009
Exhibit 99.1	Joint Press Release dated March 1, 2009 entitled “IPC Holdings and Max Capital Group Agree to Combine”
Exhibit 99.2	Investor presentation slides to be used in connection with investor presentations

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

This material relates to a business combination transaction between Max Capital Group Ltd. (“Max”) and IPC Holdings Ltd. (“IPC”) that will become the subject of a registration statement filed by IPC with the Securities and Exchange Commission (“SEC”) and joint proxy statements filed by Max and IPC with the SEC. This material is not a substitute for the joint proxy statement/prospectus that Max and IPC will file with the SEC or any other document that Max and IPC 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 Max, P.O. Box HM 2565, Hamilton HM KX, Bermuda, Attention: Secretary, in the case of Max’s filings or IPC, at 29 Richmond Road, Pembroke HM 08, Bermuda, Attention: Melanie J. Saunders, Secretary, in the case of IPC’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.

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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/    Joseph Roberts
	Joseph Roberts
	Executive Vice President and Chief Financial Officer

Date: March 2, 2009

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EXHIBIT INDEX

Exhibit	Description
Exhibit   2.1	Agreement and Plan of Amalgamation, dated as of March 1, 2009, among IPC Holdings, Ltd., IPC Limited and Max Capital Group Ltd.
Exhibit 10.1	Third Amendment and Limited Consent to Credit Agreement, dated as of February 28, 2009
Exhibit 99.1	Joint Press Release dated March 1, 2009 entitled “IPC Holdings and Max Capital Group Agree to Combine”
Exhibit 99.2	Investor presentation slides to be used in connection with investor presentations

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EX-2.1

EXHIBIT 2.1

AGREEMENT AND PLAN OF AMALGAMATION

Dated as of March 1, 2009

between

IPC HOLDINGS, LTD.,

IPC LIMITED

and

MAX CAPITAL GROUP LTD.

TABLE OF CONTENTS

		Page
ARTICLE I THE AMALGAMATION		1
1.1	The Amalgamation; Effective Time	1
1.2	Closing	2
1.3	Effects of the Amalgamation	2
1.4	Amalgamated Company Bye-laws	2
1.5	Directors and Officers of IPC	2
1.6	Directors and Officers of the Amalgamated Company, Max Bermuda, IPCRe and Other Subsidiaries	3
1.7	Company Names	4
ARTICLE II CONVERSION OF MAX SECURITIES; EXCHANGE OF CERTIFICATES		4
2.1	Effect on Share Capital	4
2.2	Exchange Procedures	5
2.3	Max Equity Awards	8
2.4	Max Warrants	9
ARTICLE III REPRESENTATIONS AND WARRANTIES		11
3.1	Organization, Standing and Power	11
3.2	Capital Structure	11
3.3	Authority; Non-Contravention	13
3.4	SEC Documents; Regulatory Reports; Undisclosed Liabilities	14
3.5	Compliance with Applicable Laws and Reporting Requirements	15
3.6	Legal and Arbitration Proceedings and Investigations	16
3.7	Taxes	17

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3.8	Absence of Certain Changes or Events	19
3.9	Board Approval	19
3.10	Vote Required	20
3.11	Agreements with Regulators	21
3.12	Insurance Matters	21
3.13	Investments; Derivatives	26
3.14	Material Contracts; Intercompany Contracts	27
3.15	Employee Benefits and Executive Compensation	28
3.16	Labor Relations and Other Employment Matters	29
3.17	Intellectual Property	30
3.18	Properties	31
3.19	Brokers or Finders	31
3.20	Investment Advisor	31
3.21	Opinion of Financial Advisor	32
3.22	Takeover Laws	32
ARTICLE IV COVENANTS RELATING TO CONDUCT OF BUSINESS		32
4.1	Covenants of Max and IPC	32
4.2	Financing	35
4.3	Bermuda Required Actions	36
ARTICLE V ADDITIONAL AGREEMENTS		36
5.1	Preparation of Proxy Statement; Shareholders Meetings	36
5.2	Access to Information; Confidentiality	39
5.3	Commercially Reasonable Efforts	39
5.4	No Change in Recommendation	41
5.5	Acquisition Proposals	42

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5.6	Section 16 Matters	45
5.7	Fees and Expenses	45
5.8	Indemnification; Directors’ and Officers’ Insurance	45
5.9	Public Announcements	46
5.10	Additional Agreements	46
5.11	Shareholder Litigation	47
5.12	Employee Benefits	47
5.13	NASDAQ Listing and Delisting; Reservation for Issuance	48
5.14	Dividends	48
5.15	Tax Treatment	48
5.16	Book Value Calculations	49
ARTICLE VI CONDITIONS PRECEDENT		50
6.1	Conditions to Each Party’s Obligation to Effect the Amalgamation	50
6.2	Conditions to Obligation of IPC	51
6.3	Conditions to Obligation of Max	52
ARTICLE VII TERMINATION AND AMENDMENT		53
7.1	Termination	53
7.2	Effect of Termination	54
ARTICLE VIII GENERAL PROVISIONS		55
8.1	Non-Survival of Representations, Warranties and Agreements	55
8.2	Notices	56
8.3	Interpretation	57
8.4	Counterparts	57
8.5	Entire Agreement; No Third Party Beneficiaries	57
8.6	Governing Law	58

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8.7	Severability	58
8.8	Assignment	58
8.9	Enforcement	58
8.10	Submission to Jurisdiction	58
8.11	Amendment	59
8.12	Extension; Waiver	59
8.13	Defined Terms	59

Exhibit A	Amalgamation Agreement
Exhibit B	IPC Post-Closing Directors
Exhibit C	IPC Officers
Exhibit D	IPCRe and Max Bermuda Directors and Officers
Exhibit E	Max Bye-Law Amendment
Exhibit F	IPC Bye-Law Amendments
Exhibit G	Book Value Illustrative Examples

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AGREEMENT AND PLAN OF AMALGAMATION, dated as of March 1, 2009 (this “Agreement”), between IPC HOLDINGS, LTD., a Bermuda exempted company (“IPC”), IPC LIMITED, a Bermuda exempted company and a wholly-owned subsidiary of IPC (“Amalgamation Sub”), and MAX CAPITAL GROUP LTD., a Bermuda exempted company (“Max”).

WHEREAS, the board of directors of Max has adopted this Agreement and the Amalgamation Agreement (as defined in Section 1.1) and authorized and approved the amalgamation of Max with Amalgamation Sub upon the terms and subject to the conditions set forth herein (the “Amalgamation”), authorized and approved the Max Bye-Law Amendment (as defined in Section 3.9(a)) and deems it fair to, advisable to and in the best interests of Max to enter into this Agreement and to consummate the Amalgamation and the other transactions contemplated hereby;

WHEREAS, the board of directors of IPC has adopted this Agreement, authorized and approved the IPC Bye-Law Amendments (as defined in Section 3.9(b)), the Name Change (as defined in Section 3.9(b)) and the issuance of IPC Common Shares (as defined in Section 2.1(a)) in the Amalgamation (the “Share Issuance”) and shall nominate the Post-Closing Directors (as defined in Section 1.5(a)) and deems it fair, advisable and in the best interests of IPC to enter into this Agreement and to consummate the Share Issuance and the other transactions contemplated hereby;

WHEREAS, the board of directors of Amalgamation Sub has adopted this Agreement, authorized and approved the Amalgamation, and deems it advisable and in the best interests of Amalgamation Sub to enter into this Agreement and to consummate the Amalgamation and the other transactions contemplated hereby;

WHEREAS, this Agreement is being entered into in accordance with the Bermuda Companies Act of 1981, as amended (the “Companies Act”);

WHEREAS, IPC, Amalgamation Sub and Max desire to make certain representations, warranties and agreements in connection with the Amalgamation and also to prescribe various conditions to the Amalgamation; and

WHEREAS, it is intended that this Agreement shall constitute a “plan of reorganization,” within the meaning of Section 354 of the Internal Revenue Code of 1986, as amended (the “Code”).

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, the parties agree as follows:

ARTICLE I

THE AMALGAMATION

1.1 The Amalgamation; Effective Time. Subject to the provisions of this Agreement and the amalgamation agreement attached as Exhibit A (the “Amalgamation Agreement”),

Amalgamation Sub and Max will cause an application for registration of an amalgamated company (the “Amalgamation Application”) to be prepared, executed and delivered to the Registrar of Companies in Bermuda (the “Registrar”) as provided under S.108 of the Companies Act on or prior to the Closing Date and will cause the Amalgamation to become effective pursuant to the Companies Act. The Amalgamation shall become effective upon the issuance of a Certificate of Amalgamation by the Registrar or such other time as the Certificate of Amalgamation may provide. The parties agree that they will request the Registrar provide in the Certificate of Amalgamation that the Effective Time will be the time when the Amalgamation Application is filed with the Registrar or another time mutually agreed by the parties (the “Effective Time”).

1.2 Closing. The closing of the Amalgamation (the “Closing”) will take place at 10:00 a.m. on the date (the “Closing Date”) that is the third business day after the satisfaction or waiver (if such waiver is permitted and effective under applicable Law (as defined in Section 3.5(a)) of the latest to be satisfied or waived of the conditions set forth in ARTICLE VI (excluding conditions that, by their terms, are to be satisfied on the Closing Date), unless another time or date is agreed to in writing by the parties. The Closing shall be held at the offices of Sullivan & Cromwell LLP, 125 Broad Street, in New York, NY, unless another place is agreed to in writing by the parties.

1.3 Effects of the Amalgamation. As of the Effective Time, subject to the terms and conditions of this Agreement and the Amalgamation Agreement, Max shall be amalgamated with Amalgamation Sub and the amalgamated company (the “Amalgamated Company”) shall continue after the Amalgamation. The parties acknowledge and agree that for purposes of Bermuda Law (a) the Amalgamation shall be effected so as to constitute an “amalgamation” in accordance with S.104 of the Companies Act, and (b) the Amalgamated Company shall be deemed to be an “amalgamated company” as such term is defined under the Companies Act. Under the Companies Act, from and after the Effective Time: (i) the Amalgamation of Max and Amalgamation Sub and their continuance as one company shall become effective; (ii) the property of each of Max and Amalgamation Sub shall become the property of Amalgamated Company; (iii) Amalgamated Company shall continue to be liable for the obligations and liabilities of each of Max and Amalgamation Sub; (iv) any existing cause of action, claim or liability to prosecution shall be unaffected; (v) a civil, criminal or administrative action or proceeding pending by or against Max or Amalgamation Sub may be continued to be prosecuted by or against Amalgamated Company; and (vi) a conviction against, or ruling, order or judgment in favor of or against, Max or Amalgamation Sub may be enforced by or against Amalgamated Company.

1.4 Amalgamated Company Bye-laws. The bye-laws of the Amalgamated Company shall be in a form to be mutually agreed by Max and IPC no later than March 5, 2009 and shall be attached to the Amalgamation Agreement.

1.5 Directors and Officers of IPC.

(a) Subject to the Required IPC Vote (as defined in Section 3.10(a)), IPC shall take all actions necessary so that immediately after the Effective Time, the board of directors of IPC shall be comprised of the individuals to be mutually agreed by Max and IPC no later than

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March 5, 2009 (and by amendment to this Agreement as of such date, to be identified on Exhibit B, as it may be further amended or modified from time to time after the date hereof and prior to the Effective Time by the mutual written agreement of the parties) to serve as directors of IPC after the Effective Time (as defined in Section 1.1) (the “Post-Closing Directors”) (six of whom are directors of IPC as of the date hereof, one of whom is Max’s chief executive officer as of the date hereof and five of whom are directors of Max as of the date hereof). Such individuals will serve as directors on the board of directors of IPC until the earlier of their resignation or removal or until their respective successors are duly elected or appointed. Subject to the Required IPC Vote, IPC shall take all actions necessary so that immediately after the Effective Time Kenneth L. Hammond (or his replacement pursuant to the terms of Section 1.5(d)) shall be the chairman of the board of directors of IPC and an individual to be designated by Max prior to March 5, 2009 (or his replacement pursuant to the terms of Section 1.5(d)) shall be the deputy chairman of the board of directors of IPC; provided, however, that if the individual who becomes the deputy chairman immediately after the Effective Time has not otherwise been replaced as deputy chairman pursuant to the terms of this Section 1.5(a), should the deputy chairman not be determined to be an “independent director” (within the meaning of the NASDAQ director independence requirements) by a majority of the board of directors of IPC within 18 months after the Closing Date, the board of directors of IPC shall elect a new deputy chairman.

(b) Subject to the Required IPC Vote, IPC shall take all actions reasonably necessary so that, immediately after the Effective Time, each committee of IPC’s board of directors is composed of the Post-Closing Directors identified with respect to such committee in Exhibit B (as it may be amended or modified from time to time after the date hereof and prior to the Effective Time by the mutual written agreement of the parties) until the earlier of their resignation or removal or until their respective successors are duly elected or appointed or such other time that the board of directors of IPC after the Closing determines to reconstitute or eliminate such committee.

(c) IPC shall take all actions necessary so that immediately after the Effective Time, the officers of IPC shall be comprised of the individuals identified in Exhibit C (as it may be amended or modified from time to time after the date hereof and prior to the Effective Time by the mutual written agreement of the parties) until the earlier of their resignation or removal or until their respective successors are duly elected or appointed.

(d) Notwithstanding anything to the contrary in this Agreement, should any of the Post-Closing Directors or officers identified in Exhibit B or Exhibit C be unwilling or unable to serve in the capacities provided for in this Section 1.5, then the parties shall cooperate in good faith to designate a mutually agreeable replacement and to amend Exhibit B or Exhibit C, as the case may be, accordingly.

1.6 Directors and Officers of the Amalgamated Company, Max Bermuda, IPCRe and Other Subsidiaries.

(a) IPC and Max shall take all actions necessary so that, immediately after the Effective Time, the boards of directors of Max Bermuda Ltd. (“Max Bermuda”), IPCRe Limited (“IPCRe”) and the Amalgamated Company shall be comprised of individuals to be

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mutually agreed by Max and IPC no later than March 5, 2009 (and by amendment to this Agreement as of such date, to be identified on Exhibit D, as it may be further amended or modified from time to time after the date hereof and prior to the Effective Time by the mutual written agreement of the parties) until the earlier of their resignation or removal or until their respective successors are duly elected or appointed. Following the Effective Time, the boards of directors of each other subsidiary of Max and IPC shall be comprised of such individuals as are directors of such entities as of the Effective Time until the earlier of their resignation or removal or until their respective successors are duly elected or appointed.

(b) IPC and Max shall take, and shall cause the Amalgamated Company, Max Bermuda and IPCRe to take, all actions reasonably necessary so that immediately after the Effective Time, the officers of Max Bermuda, IPCRe and the Amalgamated Company shall be comprised of the individuals identified in Exhibit D (as it may be amended or modified from time to time after the date hereof and prior to the Effective Time by the mutual written agreement of the parties) until the earlier of their resignation or removal or until their respective successors are duly elected or appointed.

(c) Section 1.5(d) is incorporated by reference herein, mutatis mutandi.

1.7 Company Names. Subject to the Required IPC Vote, IPC and Max shall take all actions reasonably necessary so that immediately after the Effective Time:

(a) The name of IPC shall be Max Capital Group Ltd.;

(b) The name of the Amalgamated Company shall be Max Holdings Ltd.; and

(c) The name of IPCRe shall be IPC Max Re Ltd.

ARTICLE II

CONVERSION OF MAX SECURITIES;

EXCHANGE OF CERTIFICATES

2.1 Effect on Share Capital. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Amalgamation and without any action on the part of the holder of any common shares in Max, each having a par value of $1.00 (each, a “Max Common Share”), as evidenced by way of entry in the register of shareholders of Max (the “Max Share Register”) or by share certificates registered in the name of a shareholder and representing outstanding Max Common Shares (each, a “Max Certificate”):

(a) Conversion of Max Common Shares. Each Max Common Share, issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) shall be cancelled and converted into the right to receive a fraction of a share in the share capital of IPC, each having a par value of $0.01 (each, a “IPC Common Share”) equal to 0.6429 (the “Exchange Ratio”) (the Exchange Ratio, together with any cash paid in lieu of fractional shares in accordance with Section 2.2(e), the “Amalgamation Consideration”). Upon such conversion, each Max Common Share shall be cancelled and each holder of shares registered in the Max Share Register or holding a valid Max Certificate immediately prior to the Effective Time shall thereafter cease to have any rights with respect to such shares except the right to receive the

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Amalgamation Consideration. The Amalgamation Consideration shall be appropriately adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into IPC Common Shares or Max Common Shares), reorganization, recapitalization, reclassification or other like change with respect to IPC Common Shares or Max Common Shares having a record date on or after the date hereof and prior to the Effective Time.

(b) Cancellation of IPC-Owned Securities. Notwithstanding anything in this Agreement to the contrary, all Max Common Shares that are owned by IPC or by any subsidiary of IPC immediately prior to the Effective Time shall, by virtue of the Amalgamation, and without any action on the part of the holder thereof, automatically be cancelled and retired without any conversion thereof and shall cease to exist, and no payment shall be made in respect thereof.

(c) Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding Max Common Shares held by a person who did not vote in favor of the Amalgamation and who complies with all the provisions of the Companies Act concerning the right of holders of Max Common Shares to require appraisal of their Max Common Shares pursuant to Bermuda Law (such shareholder, a “Dissenting Shareholder”, and such shares, “Dissenting Shares”) shall not be converted into the right to receive the Amalgamation Consideration as described in Section 2.1(a), but shall be cancelled and converted into the right to receive the value thereof as appraised by a court under Section 106 of the Companies Act. In the event that a Dissenting Shareholder fails to perfect, effectively withdraws or otherwise waives any right to appraisal, its Max Common Shares shall be deemed to be cancelled and converted as of the Effective Time into the right to receive the Amalgamation Consideration for each such Dissenting Share, without interest. Max shall give IPC (i) prompt notice of (A) any written demands for appraisal of Dissenting Shares or withdrawals of such demands received by Max and (B) to the extent that Max has actual knowledge, any attempted applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares, and (ii) the opportunity to participate with Max in all negotiations and proceedings with respect to any demands for appraisal under the Companies Act. Neither Max nor IPC shall, without the prior written consent of the other party (not to be unreasonably withheld or delayed), voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

2.2 Exchange Procedures.

(a) Exchange Agent. Prior to the Effective Time, IPC shall designate an exchange agent reasonably acceptable to Max (the “Exchange Agent”) for the purpose of exchanging Max Common Shares outstanding immediately prior to the Effective Time. Prior to or at the Effective Time, IPC shall deposit, or shall cause to be deposited, with the Exchange Agent in accordance with this ARTICLE II, certificates, or at IPC’s option, shares in book entry form representing the IPC Common Shares to be exchanged in the Amalgamation, cash in an amount sufficient to pay any cash payable in lieu of fractional shares pursuant to Section 2.2(e) and any dividends or distributions to which the shareholders of Max may be entitled pursuant to Section 2.2(c). Such Amalgamation Consideration and cash so deposited are hereinafter referred to as the “Exchange Fund.” No interest shall be paid or accrued for the benefit of holders of the Max Certificates on cash amounts payable upon the surrender of such certificates pursuant to this Section 2.2.

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(b) Exchange Procedures. As promptly as practicable following the Effective Time, IPC or the Amalgamated Company shall cause the Exchange Agent to mail, to each shareholder of Max, (i) a letter of transmittal (which shall be in such form and have such other provisions as the parties may reasonably specify) and (ii) where applicable, instructions for use in effecting the surrender of Max Certificates, to the extent available and in issue, in exchange for the Amalgamation Consideration. After the Effective Time, upon surrender of title to the Max Common Shares previously held by a shareholder of Max in accordance with this Section 2.2, together with such letter of transmittal duly executed if such shareholder holds Max Certificates, and such other documents as the Exchange Agent may reasonably require, a holder of Max Common Shares shall be entitled to receive in exchange therefor a certificate or book-entry representing that number of whole IPC Common Shares and any cash in lieu of fractional shares that such shareholder has the right to receive pursuant to this ARTICLE II, and any Max Certificate surrendered in respect thereof shall forthwith be marked as cancelled. In the event of a transfer of ownership of Max Common Shares that is not registered in the transfer records of Max, a certificate or book-entry representing the proper number of IPC Common Shares may be issued to a transferee if the Max Certificate representing such Max Common Shares (if any) is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

(c) Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to IPC Common Shares with a record date on or after the Effective Time shall be paid to any shareholder of Max holding any unsurrendered Max Certificate with respect to the IPC Common Shares represented thereby, nor shall the cash payment in lieu of fractional shares be paid to any such shareholder pursuant to Section 2.2(e), until such shareholder shall surrender such Max Certificate in accordance with the procedures set forth in this ARTICLE II. Following the surrender of any such Max Certificate in accordance with the procedures set forth in this ARTICLE II, such shareholder shall be entitled to receive, in addition to the consideration set forth in Section 2.1(a), without interest, (i) at the time of such surrender, the amount of any dividends or other distributions with a record date on or after the Effective Time theretofore paid (but withheld pursuant to the immediately preceding sentence) with respect to such whole IPC Common Shares which a shareholder of Max holding such Max Certificate is entitled to receive hereunder, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole IPC Common Shares which such shareholder is entitled to receive hereunder.

(d) No Further Rights in Max Common Shares. All Amalgamation Consideration paid or issued upon the surrender of title to Max Common Shares in accordance with the terms of this ARTICLE II (including any cash paid pursuant to this ARTICLE II) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shareholders of Max, in their capacity as shareholders of Max prior to the Effective Time. There shall be no further registration of transfers on the stock transfer books of the Amalgamated Company of the Max Common Shares which were outstanding immediately prior to the Effective Time. If, after

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the Effective Time, Max Certificates are presented to IPC or to the Amalgamated Company or to the Exchange Agent for any reason, they shall be marked as cancelled and exchanged in accordance with this ARTICLE II, except as otherwise required by Law.

(e) No Fractional Shares. Notwithstanding anything in this Agreement to the contrary, no fraction of a IPC Common Share will be issued in connection with the Amalgamation, and in lieu thereof any shareholder of Max who would otherwise have been entitled to a fraction of a IPC Common Share, shall be paid upon surrender of title to Max Common Shares for exchange (and after taking into account and aggregating Max Common Shares represented by all Max Certificates surrendered by such holder, or as set out in the Max Share Register, as applicable) cash in an amount (without interest) equal to the product obtained by multiplying (i) the fractional share interest to which such shareholder (after taking into account and aggregating all Max Common Shares represented by all Max Certificates surrendered by such shareholder or as set out in the Max Share Register, as applicable) would otherwise be entitled by (ii) the Average IPC Share Price (as defined in Section 8.13(a)).

(f) Lost, Stolen or Destroyed Certificates. In the event any Max Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed certificates, upon the making of an affidavit of that fact by the holder thereof, the Amalgamation Consideration and any dividends or other distributions as may be required pursuant to this ARTICLE II in respect of the Max Common Shares represented by such lost, stolen or destroyed certificates; provided that IPC may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against IPC or the Exchange Agent with respect to the certificates alleged to have been lost, stolen or destroyed.

(g) Termination of Exchange Fund. Unless a longer period is prescribed by applicable Law or IPC’s agreement with the Exchange Agent, any portion of the Exchange Fund that remains undistributed to the shareholders of Max for six months after the Effective Time shall be delivered to IPC, upon demand, and any shareholders of Max who have not theretofore complied with this ARTICLE II shall thereafter look only to IPC for payment of their claim for the Amalgamation Consideration and any dividends or distributions with respect to IPC Common Shares.

(h) No Liability. To the extent allowed under applicable Law, any Amalgamation Consideration and any dividends or distributions with respect to IPC Common Shares comprising the Amalgamation Consideration that remain undistributed to the shareholders of Max shall be delivered to and become the property of IPC on the day immediately prior to the day that such property is required to be delivered to any public official pursuant to any applicable abandoned property, escheat or similar Law. None of IPC, Amalgamation Sub, Amalgamated Company or the Exchange Agent shall be liable to any shareholder of Max for any such property delivered to IPC or to a public official pursuant to any applicable abandoned property, escheat or similar Law.

(i) Withholding. The Exchange Agent, IPC and the Amalgamated Company shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this

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Agreement to any shareholder of Max such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of applicable tax Law. To the extent that amounts are so withheld by the Exchange Agent, IPC or the Amalgamated Company, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Max Common Shares in respect of which such deduction and withholding was made. The parties agree to cooperate with each other for purposes of determining whether any taxes are required to be withheld with respect to the Amalgamation.

2.3 Max Equity Awards.

(a) Max Stock Options. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the transactions contemplated by this Agreement and without any action on the part of any holder of any outstanding option to purchase Max Common Shares under any Max Share Plan (as defined in Section 3.2(a)), whether vested or unvested, exercisable or unexercisable (each, a “Max Share Option”), each Max Share Option that is outstanding and unexercised immediately prior thereto shall cease to represent a right acquire Max Common Shares and shall be converted into an option (a “New Option”) to purchase, on the same terms and conditions as were applicable under the terms of the Max Share Plan under which the Max Share Option was granted and the applicable award agreement thereunder (taking into account any accelerated vesting thereunder), such number of IPC Common Shares and at an exercise price per share determined as follows:

(1) Number of Shares. The number of IPC Common Shares subject to a New Option shall be equal to the product of (A) the number of Max Common Shares subject to such Max Share Option immediately prior to the Effective Time and (B) the Exchange Ratio, the product being rounded, if necessary, to the nearest whole share; and

(2) Exercise Price. The exercise price per IPC Common Share purchasable upon exercise of a New Option shall be equal to (A) the per share exercise price of the Max Share Option divided by (B) the Exchange Ratio, the quotient being rounded, if necessary, to the nearest cent.

The foregoing adjustments shall (i) in the case of any Max Share Option that is intended to be an “incentive stock option” under Section 422 of the Code, be determined in a manner consistent with the requirements of Section 424(a) of the Code and (ii) in the case of any Max Share Option that is not intended to be an “incentive stock option,” be determined in a manner consistent with the requirements of Section 409A of the Code.

(b) Max Other Awards. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the transactions contemplated by this Agreement and without any action on the part of any holder of any outstanding right of any kind, contingent or accrued, to acquire or receive Max Common Shares or benefits measured by the value of Max Common Shares, and each outstanding award of any kind consisting of Max Common Shares, in each case that may be held, awarded, outstanding, payable or reserved for issuance under any Max Share Plan and any other Max Benefit Plan (as defined in Section 8.13(a))), other than Max Share Options (the “Max Other Awards”), shall be deemed to be converted into the right to

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acquire or receive benefits measured by the value of (as the case may be) the number of IPC Common Shares equal to the product (rounded, if necessary, to the nearest whole number) of (x) the number of Max Common Shares subject to such Max Other Award immediately prior to the Effective Time and (y) the Exchange Ratio. Except as specifically provided above, following the Effective Time, each such right shall otherwise be subject to the same terms and conditions as were applicable to the rights under the relevant Max Share Plan or other Max Benefit Plan and the applicable award agreement thereunder (taking into account any accelerated vesting thereunder) immediately prior to the Effective Time.

(c) Corporate Actions. Before the Effective Time, Max, or its board of directors or an appropriate committee thereof, shall take all action necessary on its part to give effect to the provisions of Sections 2.3(a) and (b) and shall take such other actions reasonably requested by IPC to give effect to the foregoing (including obtaining the consent of the holder of or amending the terms of any Max Share Options, Max Other Awards or any Max Share Plan). Max shall take all actions necessary to ensure that, from and after the Effective Time, none of Max, IPC, the Amalgamated Company or any of their respective subsidiaries will be required to deliver Max Common Shares or other capital stock of Max to any person pursuant to or in settlement of Max Share Options or Max Other Awards at or after the Effective Time.

(d) Registration. If registration of any interests in the Max Share Plans or any other Max Benefit Plan or the IPC Common Shares issuable thereunder is required under the Securities Act, IPC shall file with the SEC within five business days after the Effective Time a registration statement on Form S-8 (or any successor or other appropriate forms) with respect to such interests of IPC Common Shares, and shall use its commercially reasonable efforts to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus or the prospectuses contained therein) for so long as the relevant Max Share Plans or other Max Benefit Plans, as applicable, remain in effect and such registration of interests therein or the IPC Common Shares issuable thereunder continues to be required.

(e) Notice to Equity Award Holders. As soon as practicable after the Effective Time, IPC shall deliver to the holders of Max Share Options and Max Other Awards appropriate notices setting forth such holders’ rights pursuant to any Max Share Plan or Max Benefit Plan and agreements evidencing such Max Share Options and Max Other Awards and stating that the Max Share Plans or Max Benefit Plans and such Max Share Options and Max Other Awards and agreements have been assumed by IPC and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 2.3 after giving effect to the Amalgamation and the terms of the Max Share Plans or Max Benefit Plans).

2.4 Max Warrants

(a) Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the transactions contemplated by this Agreement and without any action on the part of any holder of any outstanding warrant to purchase Max Common Shares issued pursuant to the Exchange Agreement, dated as of June 13, 2003 among Max Capital Group Ltd. (f/k/a Max Re Capital Ltd.) and Moore Holdings, LLC (a true and correct copy of which warrant Max has provided to IPC prior to the date of this Agreement) or that were issued (in substantially the form of the warrant filed as Exhibit 4.3 to the Form S-1 Registration Statement filed by Max

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with the SEC on July 6, 2001) to the other persons listed on Section 2.4 of the Max Disclosure Letter (all of the outstanding warrants to purchase Max Common Shares, collectively, the “Max Warrants”), each Max Warrant that is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire Max Common Shares and shall be converted into a new warrant (a “New Warrant”) to purchase, on substantially the same terms and conditions as were applicable under the terms of the Max Warrant under which the Max Warrant was granted, such number of IPC Common Shares and at an exercise price per share determined as follows:

(i) Number of Shares. The number of IPC Common Shares subject to a New Warrant shall be equal to the product of (A) the number of Max Common Shares subject to such Max Warrant immediately prior to the Effective Time and (B) the Exchange Ratio, the product being rounded, if necessary, to the nearest whole share; and

(ii) Exercise Price. The exercise price per IPC Common Share purchasable upon exercise of a New Warrant shall be equal to (A) the per share exercise price of the Max Warrant divided by (B) the Exchange Ratio, the quotient being rounded, if necessary, to the nearest cent.

(b) The foregoing notwithstanding, the parties hereby acknowledge and agree that the Max Warrants require that Max, prior to the Closing:

(i) make appropriate provisions (in form and substance satisfactory to the Max Warrant holders) to insure that the Max Warrant holders shall therafter have the right to acquire and receive, in lieu of Max Common Shares immediately theretofore acquirable and receivable upon the exercise of such Max Warrant, such IPC Common Shares that such Max Warrant holder would have been entitled to receive if such Max Warrant holder had exercised the Max Warrant immediately prior to the Amalgamation;

(ii) make appropriate provisions (in form and substance satisfactory to the Max Warrant holders) to insure that the provisions of Section 2 of such Max Warrants shall thereafter be applicable to the New Warrants and that there is an immediate adjustment of the “Exercise Price” (as defined in such Max Warrant) to the value for the Max Common Shares reflected by the terms of the Amalgamation, and a corresponding immediate adjustment in the number of IPC Common Shares acquirable and receivable upon exercise of the New Warrants, if the value so reflected is less than the Exercise Price in effect immediately prior to the Amalgamation; and

(iii) use reasonable efforts to cause the Amalgamated Company to assume by written instrument (in form and substance reasonably satisfactory to the Max Warrant holders), the obligation to deliver to the Max Warrant holders such shares, securities or assets as, in accordance with such Max Warrants, that such New Warrant holders may be entitled to acquire.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES

Except as (i) set forth in the correspondingly identified subsection of the disclosure letter delivered by Max to IPC simultaneously with the execution of this Agreement (the “Max Disclosure Letter”) or the disclosure letter delivered by IPC to Max simultaneously with the execution of this Agreement (the “IPC Disclosure Letter” and each of the Max Disclosure Letter and the IPC Disclosure Letter, a “Disclosure Letter”), as the case may be, or (ii) disclosed in the relevant party’s SEC Documents filed with the SEC on or after January 1, 2008 and prior to the date of this Agreement (excluding any disclosures set forth in any risk factor section or forward-looking statements contained therein), Max hereby represents and warrants to IPC, and IPC (and Amalgamation Sub with respect to Sections 3.1(a), 3.1(c), 3.3 and 3.9(c)) hereby represents and warrants to Max, to the extent applicable, in each case with respect to itself and its subsidiaries, as follows:

3.1 Organization, Standing and Power.

(a) Each of it and its subsidiaries is a company or other legal entity duly organized and validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the Laws of its jurisdiction of incorporation or organization, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except where the failure to be so qualified has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) The copies of its memorandum of association and bye-laws incorporated by reference in its Form 10-K for the year ended December 31, 2008, are true, complete and correct copies of such documents, are in full force and effect and have not been amended or otherwise modified, except as they may be or have been amended or otherwise modified pursuant to the IPC Bye-Law Amendments (as defined in Section 3.9(b)) or the Max Bye-Law Amendment (as defined in Section 3.9(a)), as applicable.

(c) IPC and Amalgamation Sub represent to Max that: (i) true and complete copies of the memorandum of association and bye-laws of Amalgamation Sub, each as in effect as of the date of this Agreement, have previously been made available to Max, (ii) Amalgamation Sub was formed by IPC solely for the purpose of effecting the Amalgamation and the other transactions contemplated by this Agreement, and (iii) Amalgamation Sub has not conducted any business prior to the date hereof and has no, and immediately prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement.

3.2 Capital Structure.

(a) Its authorized share capital and outstanding common shares as of the date set forth in the corresponding section of its Disclosure Letter, including any shares reserved for issuance upon the exercise or payment of outstanding warrants and outstanding stock options or

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other equity related awards (such stock option and other equity-based award plans, agreements and programs, collectively, in the case of Max, the “Max Share Plans” and, in the case of IPC, the “IPC Share Plans”), is described in the corresponding section of its Disclosure Letter. In the case of Max, none of its Common Shares are held by it or by its subsidiaries. In the case of IPC, its Common Shares that are held by it and its subsidiaries are described in the corresponding section of its Disclosure Letter. All of its outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable and not subject to preemptive rights. Section 3.2(a) of its Disclosure Letter sets forth a list of all warrants, options, restricted stock, restricted stock units or other equity awards outstanding as of the date hereof.

(b) From January 1, 2009 to the date hereof, it has not issued or permitted to be issued any common shares, share appreciation rights or securities exercisable or exchangeable for or convertible into shares in its or any of its subsidiaries’ share capital.

(c) It or one of its wholly-owned subsidiaries owns all of the issued and outstanding shares in the share capital of its subsidiaries, beneficially and of record, and all such shares are fully paid and nonassessable, are not subject to preemptive rights and are free and clear of any claim, lien or encumbrance.

(d) No bonds, debentures, notes or other indebtedness having the right to vote (or which are convertible into or exercisable for securities having the right to vote) on any matters on which shareholders may vote (“Voting Debt”) of it or any of its subsidiaries are issued or outstanding.

(e) Except for options or other equity-based awards issued or to be issued under the Max Share Plans (in the case of Max) or the IPC Share Plans (in the case of IPC), there are no options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character to which it or any of its subsidiaries is a party or by which it or any such subsidiary is bound (i) obligating it or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the share capital or any Voting Debt or other equity rights of it or any of its subsidiaries, (ii) obligating it or any of its subsidiaries to grant, extend or enter into any such option, warrant, call, convertible or exchangeable security, right, commitment or agreement or (iii) that provide the economic equivalent of an equity ownership interest in it or any of its subsidiaries.

(f) None of it or any of its subsidiaries is a party to any member or shareholder agreement, voting trust agreement or registration rights agreement relating to any equity securities of it or any of its subsidiaries or any other agreement relating to disposition, voting or dividends with respect to any equity securities of it or any of its subsidiaries. There are no outstanding contractual obligations of it or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares in the share capital of it or any of its subsidiaries.

(g) Since January 1, 2009 through the date of this Agreement, it has not declared, set aside, made or paid to its shareholders dividends or other distributions on the outstanding shares in its share capital.

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(h) It has not waived any voting cut-back, transfer restrictions or similar provisions of its or its subsidiaries’ bye-laws with respect to any of its or their shareholders, except for such waivers set forth in its bye-laws.

3.3 Authority; Non-Contravention.

(a) It has all requisite corporate power and authority to enter into this Agreement and, subject to the approval of this Agreement by the Required Max Vote (as defined in Section 3.10(b)) (in the case of Max) or the Required IPC Vote (as defined in Section 3.10(a)) (in the case of IPC), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on its part and no other corporate proceedings on its part are necessary to authorize this Agreement and consummate the transactions contemplated hereby, subject to the Required Max Vote (in the case of Max) or the Required IPC Vote (in the case of IPC). This Agreement has been duly executed and delivered by it and (assuming the due authorization, execution and delivery by the other parties hereto) constitutes a valid and binding obligation of it, enforceable against it in accordance with its terms, except to the extent enforcement is limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and by general equitable principles.

(b) Neither the execution and delivery of this Agreement by it nor the consummation by it of the transactions contemplated hereby, nor compliance by it with any of the terms or provisions hereof, will (i) violate any provision of the memorandum of association or bye-laws of it (as they may be or have been amended or otherwise modified, in the case of IPC, pursuant to the IPC Bye-Law Amendments and in the case of Max, pursuant to the Max Bye-Law Amendment) or the memorandum of association, bye-laws or equivalent organizational documents of any of its subsidiaries or (ii) assuming that the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 3.3(c) are duly obtained or made, (A) violate any Law (as defined in Section 3.5(a)) applicable to it or any of its subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the cancellation, suspension, non-renewal or termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon (1) any Permit (as defined in Section 3.5(a)) or (2) any of the respective properties or assets of it or any of its subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, note, mortgage, indenture, lease, Max Benefit Plan (in the case of Max) or IPC Benefit Plan (as defined in Section 8.13(a)) (in the case of IPC) or other agreement, obligation or instrument to which it or any of its subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (with respect to clause (ii)) for such violations, conflicts or breaches that have not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(c) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority,

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body, agency, official or instrumentality, domestic or foreign, or self-regulatory organization or other similar non-governmental regulatory body (each, a “Governmental Entity”), is required to be made or obtained by it or any of its subsidiaries in connection with the execution and delivery of this Agreement by it or the consummation by it of the transactions contemplated hereby, except for (i) the filing of the Amalgamation Application and related attachments with the Registrar, (ii) the written notification to the Bermuda Monetary Authority regarding IPC’s acquisition of the Max Common Shares, (iii) such other applications, filings, authorizations, orders and approvals as may be required under applicable Laws (including all applicable Insurance Laws) of any jurisdiction and any approvals thereof, which are set forth in Section 3.3(c) of its Disclosure Letter, (iv) the filing with the SEC of such registrations, prospectuses, reports and other materials as may be required in connection with this Agreement and the transactions contemplated hereby, including the Joint Proxy Statement/Prospectus (as defined in Section 5.1(a), and the obtaining from the SEC of such orders as may be required in connection therewith, (v) compliance with any applicable requirements of NASDAQ, (vi) in the case of IPC, such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various jurisdictions in connection with the issuance of the IPC Common Shares pursuant to this Agreement, and (vii) for any other such consent, approval, order or authorization of, or registration, declaration or filings, the failure of which to obtain or make would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

3.4 SEC Documents; Regulatory Reports; Undisclosed Liabilities.

(a) It and its subsidiaries have timely filed all required reports, schedules, registration statements and other documents with the SEC since January 1, 2008 (the “SEC Documents”). As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Documents, and none of its or its subsidiaries’ SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of it and its subsidiaries included in its SEC Documents complied, as of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial position of it and its consolidated subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of such companies as of the dates and for the periods shown. As of the date hereof, there are no outstanding written comments from the SEC with respect to its SEC Documents.

(b) Except for (i) those liabilities that are reflected or reserved for in its consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC prior to the date of this Agreement, (ii) liabilities and

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obligations incurred pursuant to this Agreement, (iii) liabilities incurred since December 31, 2008 (1) in the ordinary course of business (including claims and any related litigation or arbitration arising in the ordinary course of business under Policies (as defined in Section 3.12(g)) or (2) pursuant to any Reinsurance Agreements (as defined in Section 3.12(d)) issued or assumed, as the case may be, by one of its Insurance Entities (as defined in Section 3.12(a)) for which adequate claims reserves have been established), and (iv) liabilities which have not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, it and its subsidiaries do not have, and since December 31, 2008, it and its subsidiaries have not incurred, any liabilities or obligations of any nature whatsoever (whether accrued, absolute, contingent or otherwise and whether or not required to be reflected in its financial statements in accordance with GAAP).

3.5 Compliance with Applicable Laws and Reporting Requirements. Except as has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect:

(a) It and its subsidiaries hold in full force and effect all permits, certifications, registrations, permissions, consents, franchises, concessions, licenses, variances, exemptions, orders, approvals and authorizations of all Governmental Entities necessary for the ownership and conduct of the business of it and its subsidiaries (including any insurance licenses or permissions from insurance regulatory authorities) in each of the jurisdictions in which it or its subsidiaries currently conduct or operate its business (the “Permits”), and it and its subsidiaries are in compliance with the terms and requirements of its Permits and any applicable law, statute, ordinance, common law, arbitration award, or any rule, regulation, judgment, order, writ, injunction, decree, agency requirement or published interpretation of any Governmental Entity, including all relevant bye-laws and regulations of the Council and Society of Lloyd’s incorporated under the Lloyd’s Act of 1871 to 1982 of England and Wales (“Lloyd’s”) in each of the jurisdictions in which it or its subsidiaries currently conduct business or operate (collectively “Laws”). The businesses of it and its subsidiaries have not been, and are not being, conducted in violation of any applicable Laws (including the USA PATRIOT Act of 2001, as amended, the Foreign Corrupt Practices Act, 15 U.S.C. § 78dd 1 et seq., as amended (or any other similar applicable foreign, federal, or state legal requirement), anti-money laundering laws, anti-terrorism laws, all applicable requirements relating to the sale, issuance, marketing, advertising and administration of insurance products (including licensing and appointments) and all Laws regulating the business and products of insurance and all applicable orders and directives of insurance regulatory authorities (the “Insurance Laws”) and all applicable laws or other legal requirements relating to the retention of e-mail and other information). It and its subsidiaries have not received, at any time since January 1, 2007, any written notice or communication from any Governmental Entity regarding any actual, alleged, or potential violation of, or a failure to comply with, any Laws or the terms and requirements of any Permit or any actual or potential revocation, withdrawal, suspension, cancellation, modification, or termination of any Permit. All applications required to have been filed for the renewal of each Permit or other filings required to be made with respect to each Permit held by it or its subsidiaries have been duly filed on a timely basis with the appropriate Governmental Entity.

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(b) It has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to it, including its consolidated subsidiaries, is made known to its principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure controls and procedures are effective in timely alerting its principal executive officer and principal financial officer to material information required to be included in its periodic reports under the Exchange Act and ensure that the information required to be disclosed in its SEC Documents is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. It and its subsidiaries maintain a system of internal controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The records, systems, controls, data and information of it and its subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of it or its subsidiaries or accountants (including all means of access thereto and therefrom) and are held or maintained in such places as may be required under all applicable Laws (including Insurance Laws). It has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to its auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect its ability to record, process, summarize and report financial information and (ii) any fraud that involves management or other employees who have a significant role in internal controls. It has made available to the other party a summary of any such disclosure made by management to its auditors and audit committee since January 1, 2007.

(c) There are no outstanding loans or other extensions of credit made by it or any of its subsidiaries to any of its executive officers (as defined in Rule 3b-7 under the Exchange Act) or directors.

(d) Since January 1, 2007, it has complied with the applicable listing and corporate governance rules and regulations of NASDAQ.

(e) Neither it nor any of its subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract relating to any transaction or relationship between or among it and any of its subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, it or any of its subsidiaries in the SEC Documents.

3.6 Legal and Arbitration Proceedings and Investigations. Except for litigation or arbitration arising in the ordinary course of business from claims under Policies or Reinsurance Agreements issued or assumed, as the case may be, by one of its Insurance Entities for which adequate claims reserves have been established, there are no claims, suits, actions, proceedings, arbitrations or other proceedings whether judicial, arbitral or administrative, civil or criminal

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(“Legal Proceedings”) pending or, to its knowledge, threatened, against it or any of its subsidiaries, any present or former officer, director or employee thereof in his or her capacity as such or any person for whom it or its subsidiaries may be liable or any of their respective properties, that, if determined or resolved adversely against it, would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, nor are there any writs, judgments, decrees, injunctions, rules or orders of any Governmental Entity or arbitrator binding upon it or any of its subsidiaries or any of their respective assets or properties that would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. To its knowledge, since January 1, 2007, there have been no formal or informal SEC inquiries, investigations or subpoenas, other Governmental Entity inquiries or investigations or internal investigations or material whistle-blower complaints pending or otherwise threatened involving it or its subsidiaries or any current or former officer or director thereof in his or her capacity as such, other than, in each case, those that if determined or resolved adversely against it would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

3.7 Taxes.

(a) All material Tax Returns (as defined in Section 8.13(a)) required by applicable Law to be filed with any Taxing Authority (as defined in Section 8.13(a)) by, or on behalf of, it or any of its subsidiaries have been filed when due (taking into account extensions of time to file) in accordance with all applicable Laws, and all such Tax Returns are true, correct and complete in all material respects. All such Tax Returns have been examined by the appropriate Taxing Authority or the period for assessment of the Taxes (as defined in Section 8.13(a)) in respect of which such Tax Returns were required to be filed has expired.

(b) There are no liens for any Taxes upon the assets of it or any of its subsidiaries, other than (i) statutory liens for Taxes not yet due and payable or (ii) liens which are being contested in good faith by appropriate proceedings, for which adequate reserves have been established on its financial statements in accordance with GAAP and Applicable SAP.

(c) It and each of its subsidiaries have paid or have withheld and remitted to the appropriate Taxing Authority all material Taxes due and payable, and have established in accordance with GAAP and Applicable SAP an adequate accrual for all material Taxes not yet due and payable.

(d) There is no claim, audit, action, suit, proceeding, examination or investigation now pending or, to its knowledge, threatened against or with respect to it or any of its subsidiaries in respect of any Tax or Tax Asset (as defined in Section 8.13(a)), and any deficiencies asserted or assessments made as a result of any claim, audit, suit, proceeding, examination or investigation have been paid in full.

(e) It and each of its subsidiaries have withheld all material amounts required to have been withheld by them in connection with amounts paid or owed to (or any benefits or property provided to) any employee, independent contractor, creditor, shareholder or any other third party; such withheld amounts were either duly paid to the appropriate Taxing Authority or set aside in accounts for such purpose. It and each of its subsidiaries have reported such withheld amounts to the appropriate Taxing Authority and to each such employee, independent contractor, creditor, shareholder or any other third party, as required under Law.

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(f) Neither it nor any of its subsidiaries is a party to a Tax allocation, sharing, indemnity or similar agreement (other than indemnities included in ordinary course employment contracts or leases) that will require any payment by it or any of its subsidiaries of any Tax of another person after the Closing Date.

(g) Neither it nor any of its subsidiaries has entered into a “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4, and neither it nor any of its subsidiaries has been a “material advisor” to any such transactions within the meaning of Section 6111 of the Code.

(h) Neither it nor any of its subsidiaries (i) has filed any extension of time within which to file any Tax Returns that have not been filed, (ii) has entered into any agreement or other arrangement waiving or extending the statute of limitations or the period of assessment or collection of any material Taxes, (iii) has granted any power of attorney that is in force with respect to any matters relating to any material Taxes, (iv) has applied for a ruling from a Taxing Authority relating to any material Taxes that has not been granted or has proposed to enter into an agreement with a Taxing Authority that is pending, or (v) has entered into any “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Tax Law) or been issued any private letter rulings, technical advance memoranda or similar agreement or rulings by any Taxing Authority.

(i) None of its subsidiaries is now or has ever been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.

(j) Neither it nor any of its subsidiaries has agreed to, requested, or is required to include any adjustment under Section 481 of the Code (or any corresponding provision of applicable Law) by reason of a change in accounting method or otherwise.

(k) Neither it nor any of its subsidiaries has elected to be a pass-through entity for U.S. federal income tax purposes.

(l) Neither it nor any of its subsidiaries organized outside the United States has ever been engaged in a trade or business in the United States within the meaning of Section 864(b) of the Code or has ever had a permanent establishment in the United States within the meaning of the tax treaty between the United States and Bermuda.

(m) Neither it nor any of its subsidiaries has ever been a member of an affiliated, combined, consolidated or unitary Tax group for purposes of filing any Tax Return.

(n) Neither it nor any of its subsidiaries has been a distributing corporation or a controlled corporation in a transaction intended to be governed by Section 355 of the Code.

(o) It and each of its subsidiaries currently satisfies (assuming the relevant taxable year ended on the date this representation is being given), and expects to satisfy with respect to the taxable year in which the Closing Date falls, either or both of the exceptions described in

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Sections 953(c)(3)(A) and (B) of the Code so that none of its “United States shareholders” (within the meaning of Section 953(c) of the Code) will be required to include in income any of its or its subsidiaries’ “related person insurance income” (within the meaning of Section 953(c)(2) of the Code) by operation of Sections 951(a) and 953(c)(5) of the Code.

(p) Neither it nor any of its subsidiaries has received any notice or inquiry from any Governmental Entity outside of Bermuda to the effect that any of it or its subsidiaries that are domiciled or formed in Bermuda are subject to any Tax other than excise taxes or any Tax assessed by Bermuda.

(q) Other than as disclosed with respect to Section 3.7(l) or Section 3.7(p), it and each of its subsidiaries has never been subject to net basis taxation in any country, or been tax resident or tax domiciled in any country, other than the country in which it and each of its subsidiaries, respectively, is organized.

(r) Neither it nor any of its subsidiaries organized outside the United Kingdom has or has ever had a permanent establishment in the United Kingdom for United Kingdom Tax purposes.

(s) No material transaction or arrangement involving it or any of its subsidiaries has taken place or is in existence which is such that it has resulted, or is reasonably likely to result, in the income, profits or gains of it or of any subsidiary being adjusted for Tax purposes in any jurisdiction in accordance with applicable transfer pricing or thin capitalization laws.

(t) As of the date of this Agreement, neither it nor any of its subsidiaries has taken or agreed to take any action, or is aware of any agreement, plan or circumstance, that, to its knowledge, would reasonably be expected to prevent the Amalgamation from constituting a “reorganization,” within the meaning of Section 368(a) of the Code.

3.8 Absence of Certain Changes or Events. Since January 1, 2009, (i) there has not been any event, change, circumstance, state of facts or effect, alone or in combination, that has had or would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect and (ii) it has not taken any action or failed to take any action that would have resulted in a breach in any material respect of Section 4.1 had such section been in effect since January 1, 2009.

3.9 Board Approval.

(a) In the case of Max, the board of directors of Max, by resolutions duly adopted by unanimous vote at a meeting duly called and held, has (i) determined the fair value of the Max Common Shares in accordance with the Companies Act and deemed it fair to, advisable to and in the best interests of Max to enter into this Agreement and to consummate, the Amalgamation and the other transactions contemplated hereby, (ii) adopted this Agreement and the Amalgamation Agreement and authorized and approved the Amalgamation and the other transactions contemplated by this Agreement, (iii) recommended that the shareholders of Max vote in favor of matters constituting the Required Max Vote (as defined in Section 3.10(b)) (the “Max Recommendation”) and (iv) determined that the amendments to Max’s bye-laws set forth in Exhibit E (the “Max Bye-Law Amendment”) are advisable to and in the best interests of Max, and directed that such matters be submitted for consideration by Max shareholders at the Max Shareholders Meeting (as defined in Section 5.1(b)).

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(b) In the case of IPC, the board of directors of IPC, by resolutions duly adopted by unanimous vote at a meeting duly called and held, has (i) determined that the amendments to IPC’s bye-laws set forth in Exhibit F which, if approved, shall be effective as of the Effective Time (collectively, the “IPC Bye-Law Amendments”) and the change in IPC’s name in accordance with Section 1.7 (the “Name Change”) are advisable to and in the best interests of IPC, (ii) adopted a resolution authorizing and approving the IPC Bye-Law Amendments and the Name Change and nominating the Post-Closing Directors identified in Part B of Exhibit B and any other Post-Closing Director who was not previously elected for a term expiring at IPC’s 2010 annual general meeting, to serve immediately following the Effective Time as directors of IPC, (iii) deemed it fair to, advisable and in the best interests of IPC to enter into this Agreement and to consummate the Share Issuance and the other transactions contemplated hereby, (iv) adopted this Agreement and authorized and approved the Share Issuance, and (v) recommended that the shareholders of IPC vote in favor of the matters constituting the Required IPC Vote (the “IPC Recommendation”) and directed that such matters be submitted for consideration by IPC shareholders at the IPC Shareholders Meeting (as defined in Section 5.1(c)).

(c) In the case of IPC, the board of directors of Amalgamation Sub, by unanimous written consent without a meeting, has (i) determined that this Agreement and the Amalgamation are advisable and in the best interests of Amalgamation Sub and its sole shareholder, (ii) adopted this Agreement and authorized and approved the Amalgamation and (iii) recommended that the sole shareholder of Amalgamation Sub approve such matters. The sole shareholder of Amalgamation Sub has approved this Agreement, the Amalgamation and the other transactions contemplated hereby.

3.10 Vote Required.

(a) In the case of IPC, the affirmative vote of a majority of the votes cast at a meeting of the shareholders of IPC at which a quorum is present in accordance with the bye-laws of IPC to approve the IPC Bye-Law Amendments, the Name Change, the Share Issuance and the election of the Post-Closing Directors who are identified in Part B of Exhibit B and any other Post-Closing Director who was not previously elected for a term expiring at IPC’s 2010 annual general meeting (together, the “Required IPC Vote”) is the only vote of the holders of any class or series of IPC capital stock necessary to approve the transactions contemplated hereby.

(b) In the case of Max, the affirmative vote of a majority of the votes cast at a meeting of the shareholders of Max at which a quorum is present in accordance with the bye-laws of Max, in each case, to approve the Max Bye-Law Amendment and, assuming approval of the Max Bye-Law Amendment, adopt this Agreement and approve the Amalgamation (provided, however, if the Max Bye-Law Amendment is not approved, the affirmative vote of three-fourths of the votes cast at such meeting shall be required to adopt this Agreement and approve the Amalgamation) (the “Required Max Vote” and, together with the Required IPC Vote, the “Required Shareholder Votes”) is the only vote of the holders of any class or series of Max share capital necessary to approve this Agreement and the transactions contemplated hereby (including the Amalgamation).

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3.11 Agreements with Regulators. Except as required by Insurance Laws of general applicability and the insurance licenses maintained by its Insurance Entities or as does not have and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, there are no written agreements, memoranda of understanding, commitment letters or similar undertakings binding on it or any of its subsidiaries or to which it or any of its subsidiaries is a party, on one hand, and any Governmental Entity is a party or addressee, on the other hand, or any orders or directives by, or supervisory letters or cease-and-desist orders from, any Governmental Entity, nor has it nor any of its subsidiaries adopted any board resolution at the request of any Governmental Entity, in each case specifically with respect to it or any of its subsidiaries, which (a) limit the ability of it or any of its Insurance Entities to issue Policies or enter into Reinsurance Agreements; (b) require any divestiture of any investment of any subsidiary; (c) in any manner relate to the ability of any of its subsidiaries to pay dividends; (d) require any investment of its Insurance Entities to be treated as non-admitted assets (or the local equivalent) or (e) otherwise restrict the conduct of business of it or any subsidiary, nor has it been advised by any Governmental Entity that it is contemplating any such undertakings.

3.12 Insurance Matters.

(a) Each of its subsidiaries which by virtue of its operations and activities is required to be licensed as an insurance company, insurance intermediary, Lloyd’s corporate member or Lloyd’s managing agent (collectively, the “Insurance Entities”) is listed in Section 3.12 of its Disclosure Letter, together with the jurisdiction of domicile thereof. None of its Insurance Entities is commercially domiciled in any other jurisdiction or is otherwise treated as domiciled in a jurisdiction other than that of its incorporation. It conducts all of its insurance operations that are required to be conducted through a licensed insurance company or insurance intermediary, through its Insurance Entities, each of which is duly licensed or authorized as an insurance company, and/or, where applicable, a reinsurer, insurance intermediary, Lloyd’s corporate member or Lloyd’s managing agent, in its jurisdiction of incorporation and each other jurisdiction where it is required to be so licensed or authorized and is duly licensed or authorized in each such jurisdiction for each line of business written therein, except where the failure to so conduct its insurance operations or the failure of its Insurance Entities to be so licensed or authorized has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) Since January 1, 2007, each of its Insurance Entities has timely filed or submitted all annual and, to the extent applicable Law requires, quarterly and other periodic statements, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, required to be filed with or submitted to the appropriate insurance regulatory authorities of the jurisdiction in which it is domiciled or commercially domiciled on forms prescribed or permitted by such authority (as filed through the date hereof and thereafter, collectively, the “Statutory Statements”), except, in each case, as has been cured or resolved to the satisfaction of such insurance regulatory authority without imposition of any material penalty or as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

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It has delivered or made available to the other parties, to the extent permitted by applicable Laws, (i) true and complete copies of all annual Statutory Statements filed with Governmental Entities for each of its Insurance Entities for the periods beginning January 1, 2007 through the date hereof and, once duly and timely filed, thereafter, and the quarterly Statutory Statements for each of its Insurance Entities for the quarterly periods ended September 30, 2008 through the date hereof and, once duly and timely filed, thereafter, each in the form (including exhibits, annexes and any amendments thereto) filed with the applicable insurance regulatory authority and (ii) true and complete copies of all examination reports (and has notified the other party of any pending examinations) of any insurance regulatory authorities received by it on or after January 1, 2007 through the date hereof relating to its Insurance Entities. Financial statements included in its Statutory Statements were prepared in conformity with Applicable SAP, consistently applied for the periods covered thereby, were prepared in accordance with the books and records of the applicable Insurance Entity, and present fairly in all material respects the statutory financial position of the relevant Insurance Entity as of the respective dates thereof and the results of operations, cash flows, and changes in capital and surplus (or stockholders’ equity, as applicable) of such Insurance Entity for the respective periods then ended. Its Statutory Statements complied in all material respects with all applicable Laws when filed or submitted and no material violation or deficiency has been asserted in writing by any Governmental Entity with respect to any of its Statutory Statements that have not been cured or otherwise resolved to the satisfaction of such Governmental Entity. The statutory balance sheets and income statements included in its annual Statutory Statements have been audited by its independent auditors, and it has delivered or made available to the other party true and complete copies of all audit opinions related thereto for periods beginning January 1, 2007 through the date hereof. Except as indicated therein, all assets that are reflected on its subsidiaries’ Statutory Statements comply in all material respects with all applicable Insurance Laws regulating the investments of Insurance Entities and all applicable Insurance Laws with respect to admitted assets and are in amount at least equal to the minimum amount required by applicable Insurance Laws. The financial statements included in its Statutory Statement accurately reflect in all material respects the extent to which, pursuant to applicable Laws and Applicable SAP, the applicable Insurance Entity is entitled to take credit for reinsurance (or any local equivalent concept).

(c) The loss reserves and other actuarial amounts of each of its Insurance Entities contained in its Statutory Statements: (i) were determined in accordance with generally accepted actuarial standards and principles consistently applied (except as otherwise noted in such financial statements), (ii) complied in all material respects with applicable Laws and were computed on the basis of methodologies consistent with those used in computing the corresponding reserves in the prior fiscal years, except as otherwise noted in the financial statements and notes thereto included in such Statutory Statements, and (iii) include provisions for all actuarial reserves and related items which are required to be established in accordance with applicable Law. To its knowledge, no facts or circumstances exist which would necessitate any material increase in the statutorily required reserves above those reflected in the most recent balance sheet included in the Statutory Statements.

(d) Prior to the date of this Agreement, it has made available to the other party true and complete copies of all actuarial reports used as the basis for establishing the reserves for each of its subsidiary Insurance Entities from and after January 1, 2007, and all material

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attachments, addenda, supplements and modifications thereto. To its knowledge, any information and data furnished by it or any of its subsidiaries to independent actuaries in connection with the preparation of such actuarial reports were accurate in all material respects. To its knowledge, such actuarial reports were based upon an accurate inventory of Policies and Reinsurance Agreements in force for it and its subsidiaries, as the case may be, at the relevant time of preparation and were prepared in conformity in all material respects with generally accepted actuarial principles in effect at such time (except as may be noted therein) and the projections contained therein were properly prepared in accordance with the assumptions stated therein.

(e) As of the date of this Agreement, all reinsurance or retrocession treaties or agreements, slips, binders, cover notes or other similar arrangements to which it or any of its subsidiaries is a party or under which it or any of its subsidiaries has any existing rights, obligations or liabilities (the “Reinsurance Agreements”) are, and after the consummation of the transactions contemplated hereby will continue to be, valid and binding obligations of it and its subsidiaries (to the extent they are parties thereto or bound thereby) and, to its knowledge, each other party thereto, in accordance with their terms and are in full force and effect, and it and each of its subsidiaries (to the extent they are party thereto or bound thereby) and, to its knowledge, each other party thereto has performed in all material respects all obligations required to be performed by it under each Reinsurance Agreement, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither it nor any of its subsidiaries has received notice, nor does it have knowledge, of any violation or default in respect of any obligation under (or any condition which, with the passage of time or the giving of notice or both, would result in such a violation or default), or any intention to cancel, terminate or change the scope of rights and obligations under, or not to renew, any Reinsurance Agreement, except, in each case, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Since January 1, 2007, (i) neither it nor its subsidiaries have received any written notice from any party to a Reinsurance Agreement that any amount of reinsurance ceded by it or such subsidiary to such counterparty will be uncollectible or otherwise defaulted upon, (ii) to its knowledge, no party to a Reinsurance Agreement under which it or its subsidiary is the cedent is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, (iii) to its knowledge, the financial condition of any party to a Reinsurance Agreement under which it or its subsidiary is the cedent is not impaired to the extent that a default thereunder is reasonably anticipated, (iv) there are no disputes under any Reinsurance Agreement other than disputes in the ordinary course for which adequate loss reserves have been established and (v) its relevant subsidiary is entitled under any applicable Law and Applicable SAP to take full credit in its Statutory Statements for all amounts recoverable by it pursuant to any Reinsurance Agreement under which it is the cedent and all such amounts recoverable have been properly recorded in its books and records of account (if so accounted therefor) and are properly reflected in its Statutory Statements, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(f) Except as has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, with respect to any Reinsurance Agreement for which the ceding insurer party thereto is taking credit on its most recent

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Statutory Statements, to its knowledge, from and after January 1, 2007 (i) there has been no separate written or oral agreement between such ceding insurer and the assuming reinsurer that would under any circumstances reduce, limit, mitigate or otherwise affect any actual or potential loss to the parties under any such Reinsurance Agreement, other than inuring contracts that are explicitly defined in any such Reinsurance Agreement, (ii) for each such Reinsurance Agreement entered into, renewed or amended on or after January 1, 2007, for which risk transfer is not reasonably considered to be self-evident to the extent required by any applicable provisions of SSAP No. 62, documentation concerning the economic intent of the transaction and the risk transfer analysis evidencing the proper accounting treatment is available for review by the relevant Governmental Entities for each of it and its subsidiaries, (iii) its subsidiary that is a party thereto, and to its knowledge, any other party thereto, complies and has complied from and after January 1, 2007 with any applicable requirements set forth in SSAP No. 62, and (iv) such Insurance Entity has and had since January 1, 2007 appropriate controls in place to monitor the use of reinsurance and comply with the provisions of SSAP No. 62.

(g) All policies, policy forms, binders, slips, treaties, certificates, insurance or reinsurance contracts or participation agreements and other agreements of insurance or reinsurance, whether individual or group (including all applications, supplements, endorsements, riders and ancillary agreements in connection therewith) and all amendments, applications, brochures, illustrations and certificates pertaining thereto (the “Policies”), in effect as of the date of this Agreement, that are issued by it or its subsidiaries and any and all marketing materials have been, to the extent required under applicable Law, filed with or submitted to and not objected to by such Governmental Entity within the period provided for objection, and such Policies and marketing materials comply with the Insurance Laws applicable thereto and have been administered in accordance therewith, except as has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. All premium rates established by it or its subsidiaries that are required to be filed with or submitted to or approved by Governmental Entities have been so filed, submitted or approved, the premiums charged conform thereto and such premiums comply with the Insurance Laws applicable thereto, except as has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(h) To its knowledge, each insurance agent, general agent, agency, producer, broker, reinsurance intermediary, program manager, managing general agent and managing general underwriter currently selling, issuing or underwriting business for or on behalf of it or its subsidiaries (including it and its subsidiaries’ salaried employees) (each, an “Agent”) was duly licensed for the type of activity and business conducted or written, sold, produced, underwritten or managed. To its knowledge, each program manager, managing general agent, third party administrator or claims adjuster or manager, at the time such person managed or administered business (including without limitation the administration, handling or adjusting of claims) for or on behalf of it or its subsidiaries (each, an “Administrator”) was duly licensed for the type of activity conducted. To its knowledge, no Agent or Administrator has materially violated or is currently in violation in any material respect of any term or provision of any Law applicable to the writing, sale, production, underwriting or administration of business for it or its subsidiaries, except for such failures or such violations which have been cured, that have been resolved or settled through agreements with applicable Governmental Entities or that are barred by an applicable statute of limitations. Each Agent was appointed and compensated by it or its

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subsidiaries in compliance in all material respects with applicable Law and all processes and procedures used in making inquiries with respect of such Agent were undertaken in compliance in all material respects with applicable Law. No Agent has binding authority on behalf of it or its subsidiaries. As of the date of this Agreement, no Agent accounting individually for 1% or more of the total gross premiums of all of its Insurance Entities for the year ended December 31, 2008 has indicated to it or its subsidiaries in writing or, to its knowledge, orally that such Agent will be unable or unwilling to continue its relationship as an Agent with it or its subsidiary within twelve months after the date hereof.

(i) Each of its Insurance Entities has duly and timely filed all reports or other filings required to be filed with any insurance regulatory authority in the manner prescribed therefor under applicable Laws and Permits and no Governmental Entity has asserted any deficiency or violation with respect thereto, except as has been cured or resolved to the satisfaction of the Government Entity or except, in each case, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Without limiting the foregoing, each of its and its subsidiaries’ submissions, reports or other filings under applicable insurance holding company statutes or other applicable Insurance Laws with respect to contracts, agreements, arrangements and transactions between or among Insurance Entities and their affiliates, and all contracts, agreements, arrangements and transactions in effect between any subsidiary that is an Insurance Entity and any affiliate are in compliance with the requirements of all applicable insurance holding company statutes or other such Insurance Laws and all required approvals or deemed approvals of insurance regulatory authorities with respect thereto have been received or obtained, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(j) Copies (which are complete and correct in all material respects) of all analyses, reports and other data prepared by or on behalf of any of its Insurance Entities or submitted by or on behalf of any such Insurance Entity to any insurance regulatory authority relating to risk based capital calculations or Insurance Regulatory Information Systems ratios have been provided to the other party prior to the date of this Agreement.

(k) Except for regular periodic assessments in the ordinary course of business, there are no material unpaid claims and assessments against it or its subsidiaries, whether or not due, by any insurance guaranty association (in connection with that association’s fund relating to insolvent insurers), joint underwriting association, residual market facility or assigned risk pool. No such material claim or assessment is pending and neither it nor any subsidiary has received written notice of any such material claim or assessment against it or its subsidiaries by any insurance guaranty association, joint underwriting association, residual market facility or assigned risk pool.

(l) Since November 6, 2008, Max and/or any of its subsidiaries which participate in Lloyd’s: (i) has not participated on any Lloyd’s syndicate other than syndicates 1400, 2525 and 2526; (ii) has not agreed to sell, transfer or “drop” any of its rights to participate in a Lloyd’s syndicate or offered to acquire rights to participate on a Lloyd’s syndicated; (iii) has complied with the franchise standards (including principles and minimum standards, guidance and advice) issued by Lloyd’s and (iv) all documents relating to the participation of it or any of its subsidiaries’ participation at Lloyd’s are in Lloyd’s standard form and have not been amended

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in any way, including the standard managing agent’s agreement, in each case, except as had not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(m) Since November 6, 2008: (i) all funds held on behalf of Lloyd’s syndicates 1400, 2525 and 2526 are held in accordance with the terms of the relevant premiums trust deed or other deposit arrangement as required by the bye-laws, regulations, codes of practice and mandatory directions and requirements governing the conduct and management of underwriting business at Lloyd’s from time to time and the provisions of any deed, agreement or undertaking executed, made or given for compliance with Lloyd’s requirements from time to time (“Lloyd’s Regulations”) and (ii) Max and/or any of its subsidiaries required to do so have complied in all material respects with all relevant regulations, directions, notices and requirements in relation to the maintenance of Funds at Lloyd’s (as defined in the Lloyd’s Membership Byelaw (No. 5 of 2005)) in accordance with Lloyd’s Regulations and any directions imposed on it or any of its subsidiaries by Lloyd’s.

3.13 Investments; Derivatives.

(a) The information provided by it to the other party related to its investment assets, including, without limitation, bonds, notes, debentures, mortgage loans, real estate, collateral loans, derivatives (including swaps, swaptions, caps, floors, foreign exchange, and options or forward agreements) and all other instruments of indebtedness, stocks, partnership or joint venture interests and all other equity interests, certificates issued by or interests in trusts, alternative investments and direct or indirect investments in hedge funds, whether entered into for its own or its subsidiaries or their customers’ accounts (such investment assets, together with all investment assets held between such date and the Closing Date are referred to herein as the “Investment Assets”) is true and complete in all material respects as of the date of this Agreement.

(b) As of the date of this Agreement, to its knowledge, none of the Investment Assets is in default in the payment of principal or interest or dividends.

(c) As of the date of this Agreement, to its knowledge, the Investment Assets comply in all material respects with, and the acquisition thereof complied in all material respects with, any and all investment restrictions under applicable Law and its Investment Policy (as hereinafter defined). Except for Investment Assets sold in the ordinary course of business consistent with past practice or as contemplated by this Agreement, each of it and its subsidiaries, as applicable, has good and marketable title to all of the Investment Assets it purports to own, free and clear of all encumbrances except Permitted Encumbrances (as defined in Section 8.13(a)). It has provided a copy of its and its subsidiaries’ policies with respect to the investment of the Investment Assets (its “Investment Policy”) to the other party prior to the date of this Agreement.

(d) To its knowledge, none of its Investment Assets is subject to any capital calls or similar liabilities, or any restrictions or suspensions on redemptions, lock-ups, “gates,” “side-pockets,” stepped-up fee provisions or other penalties or restrictions relating to withdrawals or redemptions, except as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

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(e) Each agreement with each investment manager or investment advisor providing services to it or any of its subsidiaries was entered into, and the performance of each investment manager is evaluated, in a commercially reasonable, arm’s length manner.

(f) Neither it nor any of its subsidiaries holds any derivative instruments, including swaps, swaptions, caps, floors, foreign exchange and option or forward agreements, whether entered into for its account, or for the account of any of its subsidiaries or their customers.

3.14 Material Contracts; Intercompany Contracts.

(a) As of the date of this Agreement, neither it nor any of its subsidiaries is a party to or bound by any contract (other than any Policy or Reinsurance Agreement) (i) that is or will be required to be filed by it as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC that is not already so filed; (ii) that limits or purports to limit in any material respect either the type of business in which it or any of its subsidiaries (or, after giving effect to the Amalgamation, IPC or any of its subsidiaries) may engage or the manner or locations in which any of them may so engage in any business; (iii) that creates a partnership, joint venture, strategic alliance or similar arrangement with respect to any of its or its subsidiaries’ material business or assets; (iv) that is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other agreement providing for or guaranteeing indebtedness in excess of $5,000,000; (v) that, individually or together with related contracts, provides for any acquisition, disposition, lease, license or use after the date of this Agreement of assets, services, rights or properties with a value or requiring annual fees in excess of $5,000,000 or that comprise more than 15% of its business on a consolidated basis; (vi) that is a collective bargaining agreement; (vii) that involves or could reasonably be expected to involve aggregate payments by or to it and/or its subsidiaries in excess of $5,000,000 in any twelve month period, except for any contract that may be cancelled without penalty or termination payments by it or its subsidiaries upon notice of 60 days or less; (viii) that includes an indemnification obligation of it or any of its subsidiaries with a maximum potential liability in excess of $5,000,000; (ix) that is an investment advisory or investment management agreement or arrangement to which it or any of its subsidiaries is a party or under which any Investment Asset is invested or managed or any third party has the right or power to make discretionary or investment decisions with respect to any Investment Asset or (x) that would or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede its ability to consummate the transactions contemplated by this Agreement or IPC’s and its subsidiaries’ ability to own and/or to conduct the businesses after the Closing. Each such contract described in clauses (i)-(x) is referred to herein as a “Material Contract”.

(b) Each Material Contract is, and after the consummation of the transactions contemplated by this Agreement will continue to be, a valid and binding obligation of it and its subsidiaries (to the extent they are parties thereto or bound thereby) enforceable against it and, to its knowledge, each other party thereto, in accordance with its terms and is in full force and effect, and it and each of its subsidiaries (to the extent they are party thereto or bound thereby) and, to its knowledge, each other party thereto has performed in all material respects all

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obligations required to be performed by it under each Material Contract, except where such failure to be valid and binding or such non-performance has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. Neither it nor any of its subsidiaries has received written notice, nor does it have knowledge, of any material violation or default in respect of any material obligation under (or any condition which with the passage of time or the giving of notice or both would result in such a violation or default), or any intention to cancel, terminate, change the scope of rights and obligations under or not to renew, any Material Contract.

(c) Section 3.14(c) of Max’s Disclosure Letter sets forth all contracts, agreements, notes, leases, licenses and other instruments between Max and any of its affiliates or between two or more affiliates of Max. Section 3.14(c) of IPC’s Disclosure Letter sets forth all contracts, agreements, notes, leases, licenses and other instruments between IPC and any of its affiliates or between two or more affiliates of IPC. Each Max intercompany agreement or IPC intercompany agreement, as the case may be, to which any Insurance Entity is a party has been duly approved by each Governmental Entity whose approval is required therefor, except where the failure to obtain such approval has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

3.15 Employee Benefits and Executive Compensation.

(a) It has disclosed its Compensation and Benefits Plans in Section 3.15(a) of its Disclosure Letter and it has delivered or made available, to the extent requested, to the other party prior to the date of this Agreement correct and complete copies of, (i) each of its material Compensation and Benefit Plans (as hereinafter defined), (ii) each applicable trust agreement or other funding arrangement for each such Compensation and Benefit Plan (including insurance contracts), and all amendments thereto, (iii) with respect to any such Compensation and Benefit Plan that is intended to be tax-qualified or tax-preferred under applicable Law, any applicable determination letter issued by the U.S. Internal Revenue Service and any other applicable determination document issued by any equivalent non-U.S. taxing or regulatory authority, in each case, confirming the tax-qualified or tax-preferred status of such Compensation and Benefit Plan, (iv) annual reports or returns, audited or unaudited financial statements, actuarial valuations and reports, and summary annual reports or other reports prepared for any Compensation and Benefit Plan with respect to the two most recently completed plan years, and (v) the most recent summary plan description for any Compensation and Benefit Plan and summary of any material modifications thereto.

(b) Each of its Compensation and Benefit Plans is in compliance with applicable Laws and has been administered in accordance with its terms. There are no actions, suits, investigations or claims pending, or to its knowledge, threatened or anticipated (other than routine claims for benefits) relating to any Compensation and Benefit Plan.

(c) Neither it nor any of its subsidiaries has any obligations for retiree health and retiree life benefits under any Compensation and Benefit Plan other than with respect to benefit coverage mandated by applicable Law. There has been no amendment to, announcement by it or any of its subsidiaries relating to, or change in employee participation in coverage under, any Compensation and Benefit Plan which would increase the expense of maintaining such plan above the level of the expense incurred therefor for the most recent fiscal year.

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(d) None of the execution and delivery of this Agreement, the shareholder approval of the transactions contemplated hereby, the termination of the employment of any of its or its subsidiaries’ employees within a specified time of the Effective Time or the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, golden parachute, or otherwise), whether or not in conjunction with a termination of employment, becoming due to any director or any employee of it or any of its subsidiaries from it or any of its subsidiaries under any Compensation and Benefit Plan or otherwise, other than by operation of Law, (ii) increase any benefits otherwise payable under any Compensation and Benefit Plan, (iii) result in any acceleration of the time of payment or vesting of any such benefit or funding (through a grantor trust or otherwise) of any such payment or benefit, (iv) limit or restrict the right of it to merge, amend or terminate any Compensation and Benefit Plan or any related trust, (v) cause a trust for any Compensation and Benefit Plan to be required to be funded, or (vi) result in payments under any Compensation and Benefit Plan which would not be deductible under Section 280G of the Code or any equivalent non-U.S. tax Law.

(e) Each of its Compensation and Benefit Plans that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the U.S. Internal Revenue Service and nothing has occurred that could reasonably be expected to cause the loss of such qualification. Neither it nor any of its subsidiaries has engaged in a transaction with respect to any Compensation and Benefit Plan that would subject it or any of its subsidiaries to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Neither it nor any of its subsidiaries (i) has an “obligation to contribute” (as defined in ERISA Section 4212) nor have they ever had an obligation to contribute to a “multiemployer plan” (as defined in ERISA Sections 4001(a)(3) and 3(37)(A)) or (ii) maintains or contributes to, or has, within six years preceding the date of this Agreement, maintained or contributed to, an “employee pension benefit plan” (as defined in Section 3(2) of ERISA).

(f) Set forth on Section 3.15(f) of the Max Disclosure Letter are the names of the Max employees who have waived 50% of their rights to accelerated vesting of their Max Share Options and Max Other Awards that would otherwise have vested in connection with the transactions contemplated under this Agreement. Max has not and will not provide any remuneration to the employees listed on Section 3.15(f) of the Max Disclosure Letter in exchange for the waiver contemplated by this Section 3.15(f).

3.16 Labor Relations and Other Employment Matters.

(a) None of its or its subsidiaries’ employees are represented by any union with respect to their employment by it or its subsidiaries, and no labor organization or group of employees of it or any of its subsidiaries has made a pending demand for recognition or certification to it or any of its subsidiaries and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to its knowledge, threatened to be brought or filed with any labor relations tribunal or authority. Since January 1, 2007, neither it nor any of its subsidiaries has experienced any material labor disputes, union organization attempts or work stoppages, slowdowns or lockouts due to labor disagreements.

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(b) (i) No unfair labor practice charges, grievances or complaints are pending or, to its knowledge, threatened against it or any of its subsidiaries, (ii) no employee of it at the officer level or above has given written notice to it or any of its subsidiaries that any such employee intends to terminate his or her employment with it or any of its subsidiaries, (iii) to its knowledge, no employee or former employee of it or any of its subsidiaries is in any respect in violation of any term of any employment contract, nondisclosure agreement (including any agreement relating of trade secrets or proprietary information) or non-competition agreement with it or any of its subsidiaries, and (iv) it and its subsidiaries have complied with all applicable Laws, contracts, policies, plans and programs relating to employment, employment practices, compensation, benefits, hours, terms and conditions of employment and the termination of employment.

(c) Each of its employees has all work permits, immigration permits, visas or other authorizations required by Law for such employee given the duties and nature of such employee’s employment and Section 3.16(c) of its Disclosure Letter sets forth a true and complete list of the such work permits, immigration permits, visas or other authorizations currently held by its employees.

3.17 Intellectual Property.

(a) It and each of its subsidiaries has sufficient rights to use all of the Intellectual Property used in its and each of its subsidiaries’ respective businesses as presently conducted and as proposed to be conducted, all of which rights shall survive unchanged the consummation of the transactions contemplated by this Agreement. The Intellectual Property owned by it or its subsidiaries is (i) owned free and clear of any claim, lien or encumbrance (other than Permitted Encumbrances), and (ii) valid and subsisting, and is not subject to any outstanding order, judgment or decree adversely affecting its or its subsidiaries use thereof, or rights thereto.

(b) Schedule 3.17 sets forth a true list of (i) all registered trademarks and service marks, all trademark and service mark applications, and all domain names owned by it and/or its subsidiaries, (ii) all registered copyrights and copyright applications owned by it and/or its subsidiaries, and (iii) all patents and patent applications owned by it and/or its subsidiaries.

(c) Any underwriting model it has created or uses in its business that, among other things, assesses policy risk and premium (each an “Underwriting Model”) is based on information that is confidential and/or proprietary to it. It owns exclusively, free and clear of any claim, lien or encumbrance (other than Permitted Encumbrances), all of the proprietary information (including all Intellectual Property rights) upon which each Underwriting Model is based.

(d) All of the rights in the Intellectual Property created by its or any of its subsidiaries’ employees during the course of their employment, and by the contractors it or any of its subsidiaries engaged to develop Intellectual Property for it or such subsidiary, including any software developed to use the Underwriting Model, have been validly and irrevocably assigned to it.

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(e) It and each of its subsidiaries has taken all reasonable measures to protect the confidentiality of all Trade Secrets (as hereinafter defined) that are owned, used or held by it or each of its subsidiaries, and to its knowledge, such Trade Secrets have not been used, disclosed to or discovered by any person except pursuant to valid and appropriate non-disclosure agreements which have not been breached.

(f) To its knowledge, neither it nor any of its subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property rights of any third party during the five (5) year period immediately preceding the date of this Agreement. There is no litigation, opposition, cancellation, proceeding, reexamination, objection or claim pending, asserted or, to its knowledge, threatened against it or any of its subsidiaries concerning the ownership, validity, registerability, enforceability, infringement or use of, or licensed right to use, any Intellectual Property. To its knowledge, no valid basis exists for any such litigation, opposition, cancellation, proceeding, objection or claim. To its knowledge, no person is infringing, misappropriating or otherwise violating any of its or its subsidiaries’ rights in any Intellectual Property.

(g) It and its subsidiaries has each complied in all material respects with (i) all applicable Laws, rules and regulations regarding data protection and the privacy and security of personal information, and (ii) their respective privacy policies or commitments to their customers and consumers.

3.18 Properties. Neither it nor any of its subsidiaries owns any real property. It or one of its subsidiaries has (a) a valid leasehold or sublease interest or other comparable contract right in the real property that it or any of its subsidiaries leases, subleases or otherwise occupies without owning and (b) good, valid and marketable title to, or has a valid leasehold, sublease interest or other comparable contract right in, the other tangible assets and properties necessary to the conduct of the business as currently conducted, except (i) as have been disposed of in the ordinary course of business, in each case free and clear of all encumbrances except for Permitted Encumbrances, or (ii) as has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. It and its subsidiaries have complied in all material respects with the terms of all such leases, and to its knowledge, all such leases are in full force and effect.

3.19 Brokers or Finders. Other than, in the case of IPC, J.P. Morgan Securities Inc. (“JP Morgan”) and, in the case of Max, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), no agent, broker, investment banker, financial advisor or other firm or person is or will be entitled to any broker’s or finder’s fee or any other similar commission or fee in connection with any of the transactions contemplated by this Agreement based upon arrangements made by or on behalf of it or any of its subsidiaries. It has provided a true and complete copy of its engagement letter with its financial advisor to the other party.

3.20 Investment Advisor. Neither it nor any of its subsidiaries conducts activities of or is required to be registered as an “investment advisor” as such term is defined in Section 2(a)(2) of the Investment Company Act of 1940. Neither it nor any of its subsidiaries is required to be registered as an “investment company” as defined under the Investment Company Act of 1940.

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3.21 Opinion of Financial Advisor.

(a) In the case of Max, the board of directors of Max has received the opinion of its financial advisor, Merrill Lynch, dated the date of this Agreement, to the effect that, as of such date, the Amalgamation Consideration to be paid by IPC to the shareholders of Max pursuant to Section 2.1(a) is fair, from a financial point of view, to the holders of Max Common Shares (other than IPC and its subsidiaries).

(b) In the case of IPC, the board of directors of IPC has received the opinion of its financial advisor, JP Morgan, dated the date of this Agreement, to the effect that, as of such date, the Exchange Ratio is fair, from a financial point of view, to IPC.

3.22 Takeover Laws. To its knowledge as of the date of this Agreement, no “fair price,” “moratorium,” “control share acquisition,” “interested shareholder” or other anti-takeover statute or regulation would reasonably be expected to restrict or prohibit this Agreement, the Amalgamation or the other transactions contemplated hereby by reason of it being a party to this Agreement, performing its obligations hereunder and consummating the Amalgamation and the other transactions contemplated hereby.

ARTICLE IV

COVENANTS RELATING TO CONDUCT OF BUSINESS

4.1 Covenants of Max and IPC. During the period from the date of this Agreement and continuing until the Effective Time, Max and IPC agree as to themselves and their respective subsidiaries that, except as expressly contemplated or permitted by this Agreement, as required by applicable Law, as set forth in Section 4.1 of the Max Disclosure Letter (in the case of Max) or Section 4.1 of the IPC Disclosure Letter (in the case of IPC) or to the extent that IPC (in the case of Max) or Max (in the case of IPC) shall otherwise consent in writing, that it and its subsidiaries shall carry on their respective businesses in the usual, regular and ordinary course of business consistent with past practice (including, for the avoidance of doubt, adhering to any operating guidelines and policies, whether or not written) and use commercially reasonable efforts to preserve intact their present business organizations, maintain their Permits and preserve their relationships with employees, investment advisers and managers, customers, policyholders, reinsureds, retrocedents, regulators, Agents, Administrators, lenders and financing providers and others having business dealings with them. Without limiting the generality of the foregoing, except as expressly required by applicable Law or as set forth in Section 4.1 of the Max Disclosure Letter (in the case of Max) or Section 4.1 of the IPC Disclosure Letter (in the case of IPC), Max and IPC shall not, and shall not permit any of their respective subsidiaries to:

(a) (i) declare or pay, or propose to declare or pay, any dividends on or make other distributions in respect of any of its share capital (whether in cash, shares or property or any combination thereof), except for (A) dividends paid by a direct or indirect wholly-owned subsidiary to it or its subsidiaries and (B) subject to Section 5.14, ordinary course quarterly dividends on its common shares with record and payment dates consistent with past practice;

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provided that any such dividend shall be at a rate no greater than the rate paid by it during the fiscal quarter immediately preceding the date of Agreement, (ii) split, combine or reclassify, or propose to split, combine or reclassify, any of its share capital, or issue or authorize or propose the issuance or authorization of any other securities in respect of, in lieu of or in substitution for, shares of its share capital, or (iii) repurchase, redeem or otherwise acquire, propose to repurchase, redeem or otherwise acquire, any shares of its (or any of its subsidiaries’) share capital or any securities convertible into or exercisable for any shares of its (or any of its subsidiaries’) share capital, other than repurchases, redemptions or acquisitions by a wholly-owned subsidiary of share capital or such other securities, as the case may be, of another of its wholly-owned subsidiaries;

(b) issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any shares of its (or any of its subsidiaries’) share capital of any class, any Voting Debt, any share appreciation rights or any securities convertible into or exercisable or exchangeable for, or any rights, warrants or options to acquire, any such shares or Voting Debt, or enter into any agreement with respect to any of the foregoing (it being understood that no such issuance, delivery or sale shall result in a net credit to either party’s Book Value Estimate made in connection with Section 5.16), other than (i) the issuance of common shares required to be issued upon the exercise or settlement of share options or other equity related awards outstanding on the date hereof under the Max Warrants, Max Share Plans or the IPC Share Plans, as the case may be, as in effect on the date hereof and (ii) issuances by a wholly-owned subsidiary of share capital or capital stock, as the case may be, to it or another of its wholly-owned subsidiary;

(c) amend or propose to amend its memorandum of association or bye-laws or equivalent organizational documents of any of its subsidiaries (except in accordance with the IPC Bye-Law Amendments or the Max Bye-Law Amendment) and shall not waive any requirement thereof;

(d) (i) other than in connection with transactions related to its Investment Assets entered into in accordance with its Investment Policy or after obtaining the written consent of the other parties hereto (which consent shall not be unreasonably withheld or delayed), acquire or agree to acquire, by amalgamating, merging or consolidating with, by purchasing a substantial equity interest in or a substantial portion of the assets of, by forming a partnership or joint venture with, or by any other manner, any corporation, partnership, association or other business organization or division thereof, or any material assets, rights or properties (it being understood that no such acquisition shall result in a net credit to either party’s Book Value Estimate made in connection with Section 5.16) or (ii) other than in connection with transactions related to its Investment Assets entered into in accordance with its Investment Policy or that results in the creation or incurrence of a Permitted Encumbrance, sell, lease, assign, transfer, license, encumber, abandon or otherwise dispose of, or agree to sell, lease, assign, transfer, license, encumber, abandon or otherwise dispose of, any of its assets, product lines, businesses, rights or properties (including capital stock of its subsidiaries and indebtedness of others held by it and its subsidiaries);

(e) other than, in each case, any Max Benefit Plan or IPC Benefit Plan, as applicable (which is subject to paragraph (k) below): amend, modify or terminate any Material Contract,

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or cancel, modify or waive any debts or claims held by it under, or waive any rights in connection with, any Material Contract, or enter into any contract or other agreement of any type, whether written or oral, that would have been a Material Contract had it been entered into prior to this Agreement;

(f) do or permit any of its subsidiaries, investments managers or advisers, or Agents or Administrators to do any of the following: (i) fail to comply with the Investment Policy, or amend, modify or otherwise change the Investment Policy in any material respect, except as may be required by (or, in its reasonable good faith judgment, advisable under) GAAP, Applicable SAP or any Governmental Entity or applicable Laws, (ii) enter into, purchase, sell, amend or modify any derivative other than in the ordinary course of business consistent with past practice and its Investment Policy or (iii) voluntarily forfeit, abandon, modify, waive, terminate or otherwise change any of its material Permits;

(g) take any action with the actual knowledge and intent that it would result in any of the conditions to the Amalgamation set forth in ARTICLE VI not being satisfied or take any action that would materially adversely affect the ability of the parties to obtain any of the Requisite Regulatory Approvals (as defined in Section 6.1(c)) without imposition of a condition or restriction of the type referred to in Section 6.2(d) or Section 6.3(d), as the case may be);

(h) (i) except as disclosed in any of its SEC Documents filed prior to the date of this Agreement, change its methods of accounting in effect at December 31, 2008, except as required by changes in applicable Laws, GAAP or Applicable SAP as concurred to by its independent auditors, (ii) make, change or revoke any material Tax election, file any amended Tax Return, settle any Tax claim, audit, action, suit, proceeding, examination or investigation or change its method of tax accounting (except, with respect to any amended Tax Return or any change in tax accounting method, as required by changes in applicable Law (or any Taxing Authority’s interpretation thereof)), in each case, if such action would have the effect of increasing any of its Tax liabilities by an amount that is material or (iii) alter or amend in any material respect its Investment Policy or any existing underwriting, claim handling, loss control, investment, actuarial or financial reporting practices, methods, guidelines or policies or any material assumption underlying an actuarial policy or practice (including compliance policies), except as may be required by (or, in its reasonable good faith judgment, advisable under) GAAP, Applicable SAP or any Governmental Entity or applicable Laws;

(i) adopt any plan of complete or partial liquidation or dissolution, restructuring, recapitalization or reorganization;

(j) settle or compromise any Legal Proceedings other than settlements or compromises of Legal Proceedings (i) where the amount paid (less the amount reserved for such matters by it in the latest audited balance sheet included in its SEC Documents and any insurance coverage applicable thereto) in settlement or compromise, in each case, does not exceed $1,000,000 and such settlement or compromise only involves monetary relief or (ii) arising from ordinary course claims for insurance under contracts of insurance or reinsurance issued by one of its subsidiaries;

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(k) (i) enter into, adopt, amend or terminate any Max Benefit Plan or IPC Benefit Plan, as the case may be, or any other employee benefit plan or any agreement, arrangement, plan or policy between it or one of its subsidiaries and one or more of its employees, directors or officers other than in the ordinary course of business consistent with past practice, (ii) except as required by any Max Benefit Plan or IPC Benefit Plan, as the case may be, as in effect as of the date hereof, increase in any manner the compensation or fringe benefits of any director, officer, employee, independent contractor or consultant or pay any benefit not required by any Max Benefit Plan or IPC Benefit Plan, as the case may be, as in effect as of the date hereof or enter into any contract, agreement, commitment or arrangement to do any of the foregoing, except for normal payments, awards and increases to employees who are not directors or officers in the ordinary course of business consistent with past practice, or (iii) enter into or renew any contract, agreement, commitment or arrangement (other than a renewal occurring in accordance with the terms of a Max Benefit Plan or IPC Benefit Plan, as the case may be) providing for the payment to any director, officer, employee, independent contractor or consultant of compensation or benefits contingent, or the terms of which are materially altered, upon the occurrence of any of the transactions contemplated by this Agreement;

(l) incur, create or assume any indebtedness for borrowed money (or modify any of the material terms of any such outstanding indebtedness), including by way of an intercompany loan to it, guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities of it or any of its subsidiaries or guarantee any debt securities of others, other than (i) in replacement of existing or maturing debt, (ii) in connection with amending existing indebtedness agreements in connection with the Amalgamation and the other transactions contemplated hereby, (iii) in the ordinary course of the insurance or reinsurance business and (iv) draw-downs pursuant to existing credit facilities and letters of credit.

(m) grant, extend, amend, waive or modify any material rights in or to, nor sell, assign, lease, transfer, license, let lapse, abandon, cancel or otherwise dispose of, any material Intellectual Property rights; or

(n) agree to, or make any commitment to, take, or authorize, any of the actions prohibited by this Section 4.1.

4.2 Financing.

(a) In the event that the parties mutually determine that it is desirable to obtain new, or amend or obtain waivers under any of their existing, credit facilities or other existing financing arrangements (“Financing”) in connection with the Amalgamation and the other transactions contemplated hereby, then the parties shall, and shall cause each of their respective subsidiaries to, use commercially reasonable efforts to cooperate with each other and to cause their respective directors, officers, employees, agents and representatives to cooperate in connection with the arrangement of such Financing, including with respect to the giving (effective as of the Effective Time) of any mutually acceptable guarantees required by the lenders in connection therewith; provided that (i) such requested cooperation does not unreasonably interfere with the ongoing operations of a party and its subsidiaries prior to the Effective Time, (ii) no party or any of its subsidiaries shall be required to incur any liability

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under the Financing prior to the Effective Time unless contingent upon the occurrence of the Closing and not material to IPC and its subsidiaries (after giving effect to the Amalgamation), and (iii) IPC and Max shall be responsible for their respective costs and expenses incurred in connection with such cooperation. For the avoidance of doubt, no failure of any party to obtain Financing shall be deemed to be a failure of any condition set forth in Article VI of this Plan.

(b) Effective as of the Effective Time, the Amalgamated Company shall expressly assume, by an indenture (or indentures if at such time there is more than one trustee) supplemental to the indenture, dated as of April 15, 2007, among Max USA Holdings Ltd., a corporation duly organized and existing under the laws of the state of Delaware (“Max USA”), Max and The Bank of New York, as trustee, the performance of every obligation of Max in such indenture and in all securities then issued and outstanding pursuant to such indenture. Max shall cause Max USA to execute such supplemental indenture and IPC shall cause the Amalgamated Company to deliver such supplemental indenture to the then trustee or trustees under such indenture.

4.3 Bermuda Required Actions. Prior to the Closing, (a) Max shall (i) procure that the statutory declaration required by Section 108(3) of the Companies Act is duly sworn by one of its officers; (ii) prepare a duly certified copy of the Max shareholder resolutions evidencing the Required Max Vote and deliver such documents to IPC; and (b) Amalgamation Sub shall (and IPC, as the sole shareholder of Amalgamation Sub shall cause Amalgamation Sub to) (i) procure that the statutory declarations required by Section 108(3) of the Companies Act is duly sworn by one of Amalgamation Sub’s officers; (ii) prepare a duly certified copy of the shareholder resolutions evidencing the approval of IPC, as the sole shareholder of the Amalgamation Sub, of the Amalgamation; (iii) obtain the approval of the Registrar to the proposed name of the Amalgamated Company; (iv) prepare a notice advising the Registrar of the registered office of the Amalgamated Company; (v) prepare the memorandum of association of the Amalgamated Company, amended to show the name change.

ARTICLE V

ADDITIONAL AGREEMENTS

5.1 Preparation of Proxy Statement; Shareholders Meetings.

(a) At IPC’s option, after consultation with Max, IPC may elect to combine the IPC Shareholders Meeting with IPC’s 2009 annual general meeting, and at Max’s option, after consultation with IPC, Max may elect to combine the Max Shareholders Meeting with Max’s 2009 annual general meeting. IPC shall take all actions necessary so that, immediately after the Effective Time, the term of each of the Post-Closing Directors shall expire at IPC’s 2010 annual general meeting. As promptly as reasonably practicable following the date hereof, IPC and Max shall cooperate in preparing and each shall cause to be filed with the SEC mutually acceptable proxy materials which shall constitute the proxy statement/prospectus relating to the matters to be submitted to the shareholders of Max at the Max Shareholders Meeting and to the IPC shareholders at the IPC Shareholders Meeting and, subject to the first sentence of this paragraph (a), such other matters as IPC and Max elect to submit to their respective shareholders in the ordinary course consistent with past practice in connection with their respective annual general meetings, including the election of directors, the receipt of audited

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financial statements, the appointment of an auditor and the transaction of such other further business, if any, as may lawfully be brought before the meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”), and IPC shall prepare, together with Max, and file with the SEC a registration statement on Form S-4 (of which the Joint Proxy Statement/Prospectus shall be a part) with respect to the issuance of IPC Common Shares in the Amalgamation (such Form S-4, and any amendments or supplements thereto, the “Form S-4”). Each of IPC and Max shall take all actions reasonably necessary to prepare and file the Joint Proxy Statement/Prospectus and the Form S-4 no later than 30 days following the date of this Agreement. In addition, each of IPC and Max shall:

(i) use commercially reasonable efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC, to keep the Form S-4 effective as long as is necessary to consummate the Amalgamation and the other transactions contemplated hereby, and to mail the Joint Proxy Statement/Prospectus to their respective shareholders as promptly as practicable after the Form S-4 is declared effective. IPC and Max shall, on the same day of receipt thereof (and if not possible, as promptly as practicable after receipt thereof), provide the other party with copies of any written comments and advise the other party of any oral comments with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC;

(ii) cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC, and each party will provide the other party with a copy of all such filings made with the SEC. None of the information supplied or to be supplied by Max or IPC for inclusion or incorporation by reference in the (A) Form S-4 will, at the time the Form S-4 is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (B) Joint Proxy Statement/Prospectus will, at the date of mailing to shareholders and at the times of the meetings of shareholders to be held in connection with the Amalgamation, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that, in each case of (A) and (B), neither party shall be responsible or liable for any statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference therein;

(iii) cause the Joint Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC thereunder, except that no representation or warranty shall be made by either such party with respect to statements made or incorporated by reference therein based on information supplied by the other party for inclusion or incorporation by reference in the Joint Proxy

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Statement/Prospectus or Form S-4. IPC and Max shall make any necessary filings with respect to the Amalgamation under the Securities Act and the Exchange Act and the rules and regulations thereunder;

(iv) use commercially reasonable efforts to take any action required to be taken under any applicable securities Laws in connection with the Amalgamation and each party shall furnish all information concerning it and the holders of its capital stock as may be reasonably requested in connection with any such action;

(v) advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the IPC Common Shares issuable in connection with the Amalgamation for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4; and

(vi) promptly notify the other party if at any time prior to the Effective Time it discovers any information relating to either of the parties, or their respective affiliates, officers or directors, which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the shareholders of Max and IPC, to the extent required by Law.

(b) Max shall take all action necessary to call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable, and in any event within 45 days, following the date upon which the Form S-4 becomes effective (the “Max Shareholders Meeting”) for the purpose of obtaining the Required Max Vote, provided that the Max Shareholders Meeting shall not be held prior to the third business day immediately following the last day on which the holders of Max Common Shares can require appraisal of their Max Common Shares pursuant to the Companies Act. Subject to Section 5.4, (i) Max shall use commercially reasonable efforts to solicit and secure the Required Max Vote in accordance with applicable legal requirements and (ii) the board of directors of Max shall include the Max Recommendation in the Joint Proxy Statement/Prospectus.

(c) IPC shall take all action necessary to call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable, and in any event within 45 days, following the date upon which the Form S-4 becomes effective (the “IPC Shareholders Meeting”) for the purpose of obtaining the Required IPC Vote, provided that the IPC Shareholders Meeting shall not be held prior to the third business day immediately following the last day on which the holders of Max Common Shares can require appraisal of their Max Common Shares pursuant to the Companies Act. Subject to Section 5.4, (i) IPC shall use commercially reasonable efforts to solicit and secure the Required IPC Vote in accordance with applicable legal requirements and (ii) the board of directors of IPC shall include the IPC Recommendation in the Joint Proxy Statement/Prospectus.

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(d) Max and IPC shall coordinate and each shall use its commercially reasonable efforts to cause the Max Shareholders Meeting and the IPC Shareholders Meeting to be held on the same date.

5.2 Access to Information; Confidentiality.

(a) Upon reasonable notice, each of Max and IPC shall (and shall cause each of its subsidiaries to) (i) afford to the officers, employees, accountants, counsel, financial advisors and other representatives of the other party, access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, records and officers and (ii) during such period, make available all other information concerning its business, properties and personnel as such other party may reasonably request. Notwithstanding anything in this Section 5.2 or Section 5.3 to the contrary, neither party nor any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize any legally recognized privilege applicable to such information or violate or contravene any applicable Laws or binding agreement entered into prior to the date of this Agreement (including any Laws relating to privacy). The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply, including adopting additional specific procedures to protect the confidentiality of certain sensitive material and to ensure compliance with applicable Law, and, if necessary, restricting review of certain sensitive material to the receiving party’s financial advisors or outside legal counsel. No information or knowledge obtained in any investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by any party hereunder.

(b) The parties will hold any such information in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement, dated October 23, 2008, between Max and IPC (the “Confidentiality Agreement”), which Confidentiality Agreement will remain in full force and effect as provided under Section 8.5 up to and until the Closing. The parties also agree that the Confidentiality Agreement shall terminate immediately upon the Closing.

5.3 Commercially Reasonable Efforts.

(a) Subject to the terms and conditions of this Agreement, each party will cooperate and consult with the other party with respect to, and will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate the Amalgamation and the other transactions contemplated by this Agreement as promptly as practicable after the date hereof, including preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, filings and other documents and to obtain as promptly as practicable all Requisite Regulatory Approvals and all other consents, waivers, licenses, registrations, orders, approvals, permits, rulings, requests, authorizations and clearances necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Amalgamation or any of the other transactions contemplated by this Agreement.

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(b) In furtherance and not in limitation of Section 5.3(a), to the extent permissible under applicable Laws, each party shall, in connection with the above referenced efforts to obtain all Requisite Regulatory Approvals and any other requisite approvals, clearances and authorizations for the transactions contemplated hereby under applicable Laws or any approval of a Governmental Entity, use its commercially reasonable efforts to (i) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to applicable Laws or by any Governmental Entity and to use commercially reasonable efforts to cause the expiration or termination of the applicable waiting periods and the receipt of all such consents, waivers, licenses, registrations, orders, approvals, permits, rulings, requests, authorizations and clearances under applicable Laws or from such Governmental Entities as soon as practicable, (ii) cooperate in all respects with the other party in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by any private party, (iii) keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby and promptly inform the other party of (and upon reasonable request provide copies of) any communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in connection with any proceeding by any private party, in each case regarding any other transactions contemplated hereby, (iv) permit the other parties, or the other parties’ legal counsel, to review prior to its submission any communication given by it to any Governmental Entity or, in connection with any proceeding by any private party, with any other person, (v) consult with the other party in advance of any meeting, conference, conference call, discussion or communication with, any such Governmental Entity or, in connection with any proceeding by any private party, with any other person and (vi) to the extent permitted by such Governmental Entity or other person, give the other party the opportunity to attend and participate in such meetings, conferences, conference calls, discussions and communications.

(c) Notwithstanding the foregoing or anything in this Agreement to the contrary, none of IPC (and its subsidiaries) or Max (and its subsidiaries) (i) may, without the prior written consent of the other party, consent to, take or agree or commit to take, any action for the purpose of obtaining the Requisite Regulatory Approvals or (ii) be required to consent to or agree to any restriction or limitation for the purpose of obtaining the Requisite Regulatory Approvals (including with respect to divesting, selling, licensing, transferring, holding separate or otherwise disposing of any business or assets or conducting its (or its subsidiaries’) business in any specified manner), in each case, which would be effective prior to the Effective Time or which would, after the Effective Time, not be immaterial to IPC and its subsidiaries taken together (after giving effect to the Amalgamation).

(d) In connection with and without limiting the foregoing, Max and IPC shall (i) take all reasonable actions necessary to ensure that no takeover statute or similar statute or regulation is or becomes applicable to the Amalgamation, this Agreement, or any of the other transactions contemplated by this Agreement and (ii) if any takeover statute or similar statute or regulation becomes applicable to the Amalgamation, this Agreement, or any other transaction contemplated by this Agreement, use their respective commercially reasonable efforts to ensure that the Amalgamation and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Amalgamation and the other transactions contemplated by this Agreement.

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(e) Subject to receipt of the Required IPC Vote, IPC shall take such actions as are necessary to amend its bye-laws to reflect the IPC Bye-Law Amendments.

5.4 No Change in Recommendation.

(a) The board of directors of Max shall not withhold, withdraw, qualify or modify (including by amendment or supplement to the Joint Proxy Statement/Prospectus), in any manner adverse to IPC, the Max Recommendation, or publicly propose to, or publicly announce that its board of directors has resolved to take any such action (any of the foregoing, with respect to the Max Recommendation, a “Change in Max Recommendation”). The board of directors of IPC shall not withhold, withdraw, qualify or modify (including by amendment or supplement to the Joint Proxy Statement/Prospectus), in any manner adverse to Max, the IPC Recommendation, or publicly propose to, or publicly announce that its board of directors has resolved to take any such action (any of the foregoing, with respect to the IPC Recommendation, a “Change in IPC Recommendation”).

(b) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Required Max Vote, in the case of Max, or the Required IPC Vote, in the case of IPC, the board of directors of Max or IPC, as the case may be, may withhold, withdraw, qualify or modify (or publicly announce that its board of directors has resolved to take any such action) the Max Recommendation, in the case of Max, or the IPC Recommendation, in the case of IPC, other than in connection with an Acquisition Proposal (as defined in Section 5.5(a)) (with respect to which the conditions under which Max may make a Change of Max Recommendation and IPC may make a Change of IPC Recommendation are set forth in Section 5.5), if the board of directors of Max or IPC, as the case may be, after consultation with its outside counsel and financial advisors, concludes in good faith that such action is reasonably likely to be required in order for the relevant directors to comply with such directors’ fiduciary duties under applicable Law; provided that no Change in Max Recommendation or Change in IPC Recommendation, as the case may be, may be made unless the party seeking to make such Change in Max Recommendation or Change in IPC Recommendation, as the case may be, (i) has not breached in any material respect its obligations under this Section 5.4, and (ii) has provided a written notice to the other party advising it of its intention to make a Change in Max Recommendation or a Change in IPC Recommendation, as the case may be, and such other party does not, within five business days following its receipt of such notice, agree to make adjustments in the terms and conditions of this Agreement which obviate the need for the Change in Max Recommendation or the Change in IPC Recommendation, as the case may be, as determined in good faith by the board of directors of Max or IPC, as the case may be, after consultation with its outside legal counsel and financial advisors (provided that, during such five business day period, the party seeking to make such Change in Max Recommendation or Change in IPC Recommendation, as the case may be, shall, and shall cause its outside legal counsel and its financial advisors to, negotiate in good faith with the other party (to the extent the other party desires to negotiate) with respect to any proposed adjustments to the terms and conditions of this Agreement). Notwithstanding the foregoing, nothing contained herein shall be deemed to relieve either of Max or IPC of its obligation(s) under Section 5.1 to submit

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matters to obtain the Required Max Vote at the Max Shareholders Meeting or the Required IPC Vote at the IPC Shareholders Meeting, as the case may be; provided, however, that if the board of directors of Max (in the case of a Change in Max Recommendation) or IPC (in the case of a Change in IPC Recommendation) shall have effected a Change in Max Recommendation or a Change in IPC Recommendation, as the case may be, then in submitting such matters to the applicable shareholders meeting, the applicable board of directors may submit such matters without recommendation, in which event the applicable board of directors shall communicate the basis for its lack of a recommendation to the applicable shareholders in the Joint Proxy Statement/Prospectus or an appropriate amendment or supplement thereto to the extent it determines after consultation with its legal counsel, that such action is compelled by applicable Law.

5.5 Acquisition Proposals.

(a) Each of Max and IPC agrees that neither it nor any of its subsidiaries nor any of the officers and directors of it or its subsidiaries shall, and that it shall cause (and use commercially reasonable efforts to instruct) its and its subsidiaries’ employees, agents, representatives and advisors (including any investment banker, attorney or accountant retained by it or any of its subsidiaries) not to, directly or indirectly:

(i) initiate, solicit, encourage or facilitate (including by providing information) any effort or attempt to make or implement any proposal or offer with respect to, or a transaction to effect, an amalgamation, merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its subsidiaries or any purchase or sale of 10% or more of the consolidated assets (including, without limitation, stock of its subsidiaries) of it and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the shareholders of such person) beneficially owning securities representing 10% or more of its total voting power (or of the surviving IPC entity in such transaction) or the voting power of any of its subsidiaries (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this Agreement) being hereinafter referred to as an “Acquisition Proposal”);

(ii) have, participate or otherwise engage in any discussions or negotiations with or provide any confidential information or data to any person relating to an Acquisition Proposal;

(iii) approve or recommend, or propose to approve or recommend, any Acquisition Proposal or submit to the vote of its shareholders any Acquisition Proposal prior to the termination of this Agreement; or

(iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, amalgamation agreement, asset purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal.

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(b) Each of Max and IPC agrees that (i) it shall, and shall cause its subsidiaries and its and their respective officers, directors, employees, agents, representatives and advisors to, cease immediately and terminate any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal, and (ii) it shall not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its subsidiaries is a party with respect to any Acquisition Proposal. Each of Max and IPC agrees that it shall use its commercially reasonable efforts to promptly inform its and its subsidiaries’ respective directors, officers, employees, agents, representatives and advisors of the obligations undertaken in this Section 5.5.

(c) Each of Max and IPC shall promptly notify the other party of any (i) Acquisition Proposal, (ii) request for information that could reasonably be expected to be related to an Acquisition Proposal received by it, any of its subsidiaries or any of their respective directors, officers, employees, agents, representatives or advisors (including any investment bankers, attorneys or accountants), and (iii) request that could reasonably be expected to be related to an Acquisition Proposal for discussions with or negotiations by, it, any of its subsidiaries or any of their respective directors, officers, employees, agents, representatives or advisors (including any investment bankers, attorneys or accountants), indicating, in connection with such notice, the identity of the person making such Acquisition Proposal or request and the material terms and conditions thereof (including a copy thereof and any related available documentation and correspondence), and in any event Max or IPC, as the case may be, shall provide written notice to the other party of any Acquisition Proposal, request for information or request for such discussions or negotiations within 24 hours of such event. Max or IPC, as the case may be, will (A) inform the person making such Acquisition Proposal, request for information or request for discussions or negotiations of its obligations under this Agreement and (B) keep the other party reasonably informed on a reasonably current basis of the terms of any such Acquisition Proposal or request for information or request for discussions or negotiations (including whether such Acquisition Proposal or request for information or request for discussions or negotiations is withdrawn and any material change to the terms thereof).

(d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Required Max Vote, in the case of Max, or the Required IPC Vote, in the case of IPC (in each case, after the expiration of the Notice Period (as hereinafter defined)), the board of directors of Max or IPC, as the case may be, concludes that an unsolicited bona fide written Acquisition Proposal that did not result from a breach of this Section 5.5 could be reasonably likely to constitute a Superior Proposal (after giving effect to all the adjustments to this Agreement which may be offered by the other party prior to or during the Notice Period), the board of directors of Max or IPC, as the case may be, may make a Change in Max Recommendation or a Change in IPC Recommendation, as the case may be; provided that the board of directors of Max or IPC, as the case may be, may not make a Change in Max Recommendation or a Change in IPC Recommendation, as the case may be, unless (i) the party seeking to take such actions has provided a written notice to the other party (a “Notice of Superior Proposal”) advising such other party that it has received an Acquisition Proposal that could be reasonably likely to constitute a Superior Proposal and specifying the identity of the person making such Acquisition Proposal and the material terms thereof (including a copy thereof and any related available documentation and correspondence) and (ii) such other party does not, within five business days following its receipt of the Notice of Superior Proposal (the

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“Notice Period”), make an offer that, as determined in good faith by the board of directors of Max or IPC, as the case may be, after consultation with its outside legal counsel and financial advisors, results in the applicable Acquisition Proposal no longer being a Superior Proposal (provided that, during the Notice Period, Max or IPC, as the case may be, shall, and shall cause its outside legal counsel and its financial advisors to, negotiate in good faith with IPC or Max, as the case may be (to the extent such other party desires to negotiate) with respect to such proposal). The parties understand and agree that to comply with this Section 5.5(d) any revisions to the terms of such Superior Proposal which, individually or in the aggregate would be material when considering such Superior Proposal in its totality, shall require the party seeking to make a Change in Max Recommendation or a Change in IPC Recommendation, as the case may be, to deliver to the other party a new Notice of Superior Proposal and the commencement of a new Notice Period.

(e) Nothing contained in this Section 5.5 shall prohibit Max or IPC, as the case may be, from (i) complying with Rule 14d-9 or 14e-2 promulgated under the Exchange Act to the extent applicable with regard to an Acquisition Proposal (provided that, in the case of an Acquisition Proposal made by way of a tender offer or exchange offer, any failure by Max or IPC, as the case may be, or its board of directors to recommend that the shareholders of Max or IPC, as the case may be, reject such offer within the time period specified in Rule 14e-2(a) shall be deemed to be a Change in Max Recommendation or Change in IPC Recommendation, as the case may be), or making any legally required disclosure to its shareholders with regard to an Acquisition Proposal (provided that any disclosure (other than a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) made pursuant to Rule 14d-9 or 14e-2(a) shall be deemed to be a Change in Max Recommendation, or Change in IPC Recommendation, as the case may be, unless the board of directors of Max or IPC, as the case may be, expressly reaffirms its recommendation to its shareholders in favor of approval of this Agreement and the transactions contemplated hereby) or (ii) informing any person of the existence of the provisions contained in this Section 5.5.

(f) “Superior Proposal” means a bona fide unsolicited written Acquisition Proposal from any person (other than the other party or its subsidiaries) that did not result from a breach by Max or IPC, as the case may be, of this Section 5.5, which the board of directors of Max or IPC, as the case may be, concludes in good faith, after consultation with its outside legal counsel and its financial advisors, taking into account the legal, financial, regulatory, timing and other aspects of the Acquisition Proposal and the person making the Acquisition Proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation) is in the long-term best interests of Max or IPC, as the case may be, including its shareholders, employees, communities and other stakeholders, taking into account the long-term strategic prospects and other benefits of the transactions contemplated by this Agreement and the fact that neither Max nor IPC has been soliciting a transaction that would result in a sale of Max or IPC, as the case may be, or is otherwise pursuing any other Acquisition Proposal, and (i) is more favorable to Max or IPC, as applicable, its shareholders and other constituencies than the transactions contemplated by this Agreement (after giving effect to all adjustments to this Agreement which may be offered by the other party under Section 5.5(d) in response to such Acquisition Proposal), (ii) is fully financed or reasonably capable of being fully financed, reasonably likely to receive all required governmental approvals and otherwise reasonably capable of being completed on the terms proposed and (iii) that could be reasonably likely to

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require the board of directors of Max to make a Change in Max Recommendation or the board of directors of IPC to make a Change in IPC Recommendation, as the case may be, in order to comply with its directors’ fiduciary duties under applicable Law; provided that, for purposes of this definition of “Superior Proposal,” the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 5.5(a)(i), except that the reference to “10% or more of its voting power or the voting power of any of its subsidiaries” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50% or more of its total voting power or the voting power of any of its subsidiaries” and the reference to “10% or more of the consolidated assets” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “all or substantially all of the consolidated assets.”

5.6 Section 16 Matters. Prior to the Effective Time, each of Max and IPC shall use its commercially reasonable efforts to cause to be exempt under Rule 16b -3 promulgated under the Exchange Act any dispositions of Max Common Shares or acquisitions of IPC Common Shares (including, in each case, derivative securities) resulting from the transactions contemplated hereby by (i) each director or officer of Max who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Max and (ii) any director or officer of IPC who is subject to the reporting requirements of Section 16(a) of the Exchange Act.

5.7 Fees and Expenses. Whether or not the Amalgamation is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expense, except as otherwise provided herein, and except that expenses incurred in connection with filing, printing and mailing the Joint Proxy Statement/Prospectus and the Form S-4 shall be shared equally by IPC and Max.

5.8 Indemnification; Directors’ and Officers’ Insurance.

(a) From and after the Effective Time, IPC shall cause the Amalgamated Company to, to the fullest extent permitted by applicable Law (and, in the case of former officers and directors, to the extent permitted by the bye-laws of Max and the Amalgamated Company prior to the Closing), indemnify, defend and hold harmless, and provide advancement of expenses to, each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time, a director or officer of Max (the “Indemnified Parties”) against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement of or in connection with any claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director or officer of Max or any of its respective subsidiaries, and pertaining to any matter existing or occurring, or any acts or omissions occurring, at or prior to the Effective Time, whether asserted or claimed prior to, at or after, the Effective Time (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) to the same extent such persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by Max or any of its respective subsidiaries pursuant to the relevant entity’s memorandum of association, bye-laws and indemnification agreements and resolutions, if any, in existence on the date hereof.

(b) For a period of six years after the Effective Time, IPC shall purchase as of the Effective Time, a tail policy to the existing directors’ and officers’ liability insurance

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maintained by each of Max and IPC with respect to claims arising from facts or events which occurred at or before the Effective Time, and which tail policy shall contain substantially the same coverage and amounts as, and contain terms and conditions no less advantageous than, in the aggregate, the coverage provided by the existing policy providing the greatest coverage (as between IPC and Max) as of the date of this Agreement; provided, however, that in no event shall IPC be required to expend for the entire tail policy, in excess of 350% of the annual premium currently provided by Max or IPC, as the case may be, for their respective existing policies of directors’ and officers’ liability insurance; and provided, further, that, if the premium of such insurance coverage exceeds such amount, IPC shall be obliged to obtain a policy with the greatest coverage available for a cost not to exceed such amount. At the request of IPC, Max shall cooperate with IPC to obtain such a tail policy effective as of the Effective Time.

(c) In the event that IPC or the Amalgamated Company or any of its successors or assigns (i) consolidates or amalgamates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or amalgamation or (ii) transfers or conveys all or substantially all of its properties and assets to any person (including by dissolution), then, and in each such case, IPC shall cause proper provision to be made so that the successors and assigns of IPC or the Amalgamated Company assume and honor the obligations set forth in this Section 5.8.

(d) Effective as of the Effective Time, IPC shall enter into customary director indemnification agreements with each Post-Closing Director pursuant to which IPC will agree, to the fullest extent permitted by applicable Law, to indemnify, defend and hold harmless, and provide advancement of expenses to, each such individual against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement of or in connection with any claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such Post-Closing Director is or was a director or officer of IPC or any of its subsidiaries (including Max and its subsidiaries).

(e) The provisions of this Section 5.8: (i) are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his or her heirs and legal representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise.

5.9 Public Announcements. The initial press release regarding the Amalgamation shall be a joint press release and thereafter each of Max and IPC shall, except as may be required by applicable Law or by obligations pursuant to any listing agreement with or rules of NASDAQ or by request of any Governmental Entity, consult with the other party before issuing any press release or otherwise making any public statement with respect to this Agreement or the transactions contemplated hereby; provided, however, that this consultation obligation shall not apply to any press release or other public statement relating to any actual or contemplated litigation between the parties to this Agreement.

5.10 Additional Agreements. In case any further action is necessary or desirable to carry out the purposes of this Agreement or to vest the Amalgamated Company with full title to all properties, assets, rights, approvals, permits, authorizations, immunities and franchises of Max and its subsidiaries, the parties shall use commercially reasonable efforts to cause their respective officers and directors to take all such necessary action.

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5.11 Shareholder Litigation. Max shall give IPC the reasonable opportunity to participate in the defense of any shareholder litigation against Max or its directors or officers relating to this Agreement and the transactions contemplated hereby, and IPC shall give Max the reasonable opportunity to participate in the defense of any shareholder litigation against IPC or its directors or officers relating to this Agreement and the transactions contemplated hereby.

5.12 Employee Benefits.

(a) Prior to Closing, Max shall use commercially reasonable efforts to have the individuals listed on Section 5.12(a) of the Max Disclosure Schedule waive 50% of their rights to accelerated vesting of their Max Share Options and Max Other Awards that would otherwise vest in connection with the transactions contemplated under this Agreement. Max shall not provide any remuneration to the individuals listed on Section 5.12(a) of the Max Disclosure Letter in exchange for the waiver contemplated by this Section 5.12(a).

(b) As of the Closing Date, IPC shall, or shall cause one of its subsidiaries to, continue to employ each person employed by IPC or Max or any of their respective subsidiaries as of the Closing Date (such employees, collectively, the “Employees”). Except as expressly provided below, nothing contained herein shall restrict IPC in the future in the exercise of its independent, good-faith business judgment as to the terms and conditions under which such employment shall continue, the duration of such employment, the basis on which such employment is terminated or the benefits provided to any Employee.

(c) For a period of not less than one year following the Closing Date, IPC shall (or shall cause its subsidiaries to) make available (i) to the Employees that immediately prior to the Closing were employed by Max, employee benefits and compensation opportunities (including salary, wages and bonus opportunity) substantially comparable in the aggregate to the employee benefits and compensation opportunities in effect for Max employees immediately prior to the Closing and (ii) to the Employees that immediately prior to the Closing were employed by IPC, employee benefits and compensation opportunities (including salary, wages and bonus opportunity) substantially comparable in the aggregate to the employee benefits and compensation opportunities in effect for IPC employees immediately prior to the Closing.

(d) IPC and its subsidiaries shall ensure that any Compensation and Benefit Plan in which the Employees are eligible to participate after the Closing Date shall take into account for purposes of eligibility and vesting thereunder, except for purposes of qualifying for subsidized early retirement benefits or to the extent it would result in a duplication of benefits, service by the Employees with IPC and any of its subsidiaries or Max and any of its subsidiaries, as applicable, prior to the Closing Date, to the same extent such service was credited prior to the Closing Date under a comparable Compensation and Benefit Plan of IPC or Max, as applicable.

(e) From and after the Closing Date, IPC shall honor all Max Benefit Plans and IPC Benefit Plans, in each case in accordance with their terms as in effect immediately before the Closing Date; provided that nothing herein shall limit the right of IPC to amend or terminate any such plan in accordance with its terms.

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(f) Notwithstanding the foregoing, nothing herein shall (i) be treated as an amendment of any Compensation and Benefit Plan or (ii) give any third party any right to enforce the provisions of this Section 5.12.

5.13 NASDAQ Listing and Delisting; Reservation for Issuance. IPC shall use its commercially reasonable efforts to cause all the following shares to be approved for listing and quotation on The NASDAQ Global Select Market, subject to official notice of issuance, no later than the Closing Date: (i) all IPC Common Shares to be issued in the Amalgamation to Max shareholders and (ii) all IPC Common Shares to be reserved for issuance upon exercise or vesting of the Max Share Options, Max Other Awards or the Max Warrants (collectively, the “Listed IPC Common Shares”). IPC shall take all action necessary to reserve for issuance, prior to the Closing Date, any Listed IPC Common Shares that, by their terms and in accordance with this Agreement, will not be issued until after the Effective Time. IPC shall use its commercially reasonable efforts to cause the Max Common Shares to no longer be listed or quoted on NASDAQ and to be deregistered under the Exchange Act as soon as practicable following the Effective Time.

5.14 Dividends. IPC and Max shall coordinate the declaration, setting of record dates and payment dates of dividends of IPC Common Shares and Max Common Shares so that holders of Max Common Shares do not receive dividends on both Max Common Shares and the IPC Common Shares received in the Amalgamation in respect of any calendar quarter or fail to receive a dividend on either the Max Common Shares or the IPC Common Shares received in the Amalgamation in respect of any calendar quarter. For the avoidance of doubt, the purpose of this Section 5.14 is to ensure that the holders of the Max Common Shares and IPC Common Shares each receive the same number of quarterly dividends after execution of this Agreement and prior to the Effective Time with respect to such shares.

5.15 Tax Treatment.

(a) The parties intend the Amalgamation to qualify as a reorganization within the meaning of Section 368(a) of the Code and to obtain the opinions described in Sections 6.2(e) and 6.3(e) of this Agreement. Each of IPC, Amalgamation Sub and Max and each of their respective affiliates shall use commercially reasonable efforts to cause the Amalgamation to so qualify and to obtain such opinions, and unless otherwise required by applicable Law or by any other provision of this Agreement, shall not take any actions, or cause any actions to be taken, which would reasonably be expected to cause the Amalgamation to fail so to qualify or the opinions to fail to be delivered.

(b) IPC shall cause (i) Amalgamation Sub to file with the United States Internal Revenue Service a properly completed Form 8832, so as to elect to be treated as a disregarded entity for U.S. federal tax purposes effective at least one day prior to the Closing Date, and (ii) the Amalgamated Company to file, after the Closing Date, with the United States Internal Revenue Service a properly completed Form 8832, so as to cause it to be treated for U.S. federal tax purposes as a disregarded entity effective as of the Closing Date.

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5.16 Book Value Calculations.

(a) On the first business day after the date of its shareholder meeting held pursuant to Section 5.1, unless this Agreement is earlier terminated pursuant to Section 7.1, either Max or IPC (the “Requesting Party”) may request, by providing notice in writing delivered to the other party (the “Non-Requesting Party”), that the Non-Requesting Party prepare an estimate of the Non-Requesting Party’s book value as of the date that is one (1) business day prior to such shareholder meeting (such date, the “Measurement Date”, and such estimate of book value, a “Book Value Estimate”).

(b) If a Requesting Party makes a request pursuant to Section 5.16(a), then both the Requesting Party and the Non-Requesting Party shall each promptly, and in any event within five (5) calendar days, prepare Book Value Estimates and provide such Book Value Estimates, together with reasonable supporting analysis, to each other. If the Requesting Party fails to provide such Book Value Estimate within such five (5) calendar day period, then the Requesting Party shall have no further rights under this Section 5.16 or Sections 7.2(h) or 7.2(i), as the case may be. For the avoidance of doubt, the parties hereby agree that, if either party requests a Book Value Estimate, the Closing Date shall not occur until the agreements and covenants set forth in this Section 5.16 have been satisfied or waived.

(c) From and after the time that the Book Value Estimates have both been delivered, each party shall have five (5) calendar days to review the other party’s Book Value Estimate and supporting analysis and such other information as the party may reasonably request in connection with its review of the other party’s Book Value Estimate. The parties understand and agree that no reserve development occurring from and after the Measurement Date shall increase or reduce either party’s Book Value Estimate.

(d) If either party’s Book Value Estimate indicates that such party has experienced a decline in book value of more than 50% from December 31, 2008 to the Measurement Date (a “50% Book Value Decline”), then the other party shall have the right to terminate this Agreement pursuant to and in accordance with Section 7.1(h) or Section 7.1(i), as appropriate.

(e) If the parties’ Book Value Estimates indicate that the percentage decline in either party’s book value from December 31, 2008 to the Measurement Date is more than 20 percentage points greater than the percentage decline of the other party’s book value from December 31, 2008 to the Measurement Date (a “20% Differential Book Value Decline”), then the party with the lesser decline in book value over such period shall have the right to terminate this Agreement pursuant to and in accordance with Section 7.1(h) or Section 7.1(i), as appropriate; provided that, for purposes of measuring the 20% Differential Book Value Decline, if any, the book value of any party that has experienced an increase in book value from December 31, 2008 to the Measurement Date shall be deemed to have experienced no change in its book value. Set forth on Exhibit G are illustrative examples of the calculations provided for in this Section 5.16.

(f) If, after complying with this Section 5.16, neither party has experienced a 50% Book Value Decline or a 20% Differential Book Value Decline, then (i) in accordance with the terms this Agreement, each party shall cooperate and consult with the other party with respect

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to, and will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate the Amalgamation and the other transactions contemplated by this Agreement as promptly as practicable and (ii) if all other conditions to Closing set forth in Article VI (excluding conditions that, by their terms, are to be satisfied on the Closing Date) have been satisfied or waived as of the third business day after the condition in Section 6.1(a) was satisfied, then notwithstanding the provisions of Section 6.2(a) or Section 6.3(a) (as the case may be) or any other provision of this Agreement, no representations or warranties of the Non-Requesting Party set forth in this Agreement need be true and correct as of any date after the third business day after the date on which the condition in Section 6.1(a) was satisfied and any certificate of the Non-Requesting Party delivered pursuant to Section 6.2(c) or Section 6.3(c) (as the case may be) shall reflect the foregoing.

ARTICLE VI

CONDITIONS PRECEDENT

6.1 Conditions to Each Party’s Obligation to Effect the Amalgamation. The respective obligation of each party to effect the Amalgamation shall be subject to the satisfaction prior to the Closing of the following conditions, unless waived by both IPC and Max:

(a) Shareholder Approval. Max shall have obtained the Required Max Vote, and IPC shall have obtained the Required IPC Vote.

(b) NASDAQ Listing. The Listed IPC Common Shares shall have been authorized for listing on NASDAQ, subject to official notice of issuance.

(c) Requisite Regulatory Approvals. The authorizations, consents, orders or approvals of, or declarations or filings with, and the expirations of waiting periods required from, any Governmental Entity set forth in Section 6.1(c) of the Max Disclosure Letter and Section 6.1(c) of the IPC Disclosure Letter shall have been filed, have occurred or been obtained (all such permits, approvals, filings and consents and the lapse of all such waiting periods being referred to as the “Requisite Regulatory Approvals”).

(d) Form S-4. The Form S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order.

(e) No Injunctions or Restraints; Illegality. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction preventing the consummation of the Amalgamation shall be in effect. There shall not be any action taken, or any Law enacted, entered, enforced or made applicable to the Amalgamation, by any Governmental Entity of competent jurisdiction that makes the consummation of the Amalgamation illegal or otherwise restrains, enjoins or prohibits the Amalgamation.

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6.2 Conditions to Obligation of IPC. The obligation of IPC to effect the Amalgamation is subject to the satisfaction of the following conditions unless waived by IPC:

(a) Representations and Warranties. (i) The representations and warranties of Max set forth in Section 3.8 shall be true and correct in all respects as of the date hereof and the Closing Date as though made on and as of the Closing Date, (ii) the representations and warranties of Max set forth in Sections 3.2, 3.3(a), 3.9(a) (other than in the case of a Change in Max Recommendation pursuant to Section 5.4(b)), 3.10(b) and 3.22 shall be true and correct in all material respects as of the date hereof and the Closing Date as though made on and as of the Closing Date (except for such representations and warranties made only as of a specified date, which shall be true and correct in all material respects as of such date) and (iii) each of the other representations and warranties of Max set forth in ARTICLE III of this Agreement shall be true and correct in all respects as of the date hereof and the Closing Date as though made on and as of the Closing Date (except for such representations and warranties made only as of a specified date, which shall be true and correct as of such date), except where the failure of any such representations and warranties to be true and correct (without giving effect to any “materiality” or “Material Adverse Effect” or similar qualifier set forth therein) has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Max.

(b) Performance of Obligations of Max. Max shall have performed or complied in all respects with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to materiality or Material Adverse Effect, and shall have performed or complied in all material respects with all other obligations required to be performed by it under this Agreement at or prior to the Closing Date.

(c) Certification. IPC shall have received a certificate signed on behalf of Max by the Chief Executive Officer or the Chief Financial Officer of Max, certifying that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.

(d) Burdensome Regulatory Condition. There shall not be any action taken, or any Law enacted, entered, enforced or deemed applicable to the Amalgamation or the transactions contemplated by this Agreement by any Governmental Entity of competent jurisdiction (including any Requisite Regulatory Approval), which imposes any term, condition, obligation or restriction upon IPC, the Amalgamated Company or their respective subsidiaries that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on IPC and its subsidiaries (including the Amalgamated Company and its subsidiaries) on a consolidated basis after the Effective Time.

(e) Opinion of Tax Counsel. IPC shall have received an opinion from Sullivan & Cromwell LLP, special counsel to IPC, dated the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, (i) the Amalgamation will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, (ii) each of IPC and Max will be a party to that reorganization within the meaning of Section 368(b) of the Code and (iii) IPC will be treated, in respect of any shareholder who will own after the Amalgamation less than five percent of the issued IPC Common Shares (as determined under Treasury Regulations Section 1.367(a)-3(b)(1)(i)), as a corporation under Section 367(a) of the Code with respect to each transfer of property thereto pursuant to the Amalgamation. In rendering its opinion, Sullivan & Cromwell LLP may require and rely upon representations contained in letters from each of IPC and Max.

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6.3 Conditions to Obligation of Max. The obligation of Max to effect the Amalgamation is subject to the satisfaction of the following conditions unless waived by Max:

(a) Representations and Warranties. (i) The representations and warranties of IPC set forth in Section 3.8 shall be true and correct in all respects as of the date hereof and the Closing Date as though made on and as of the Closing Date, (ii) the representations and warranties of IPC (and Amalgamation Sub, if applicable) set forth in Sections 3.2, 3.3(a), 3.9(b) (other than in the case of a Change in IPC Recommendation pursuant to Section 5.4(b)), 3.10(a) and 3.22 shall be true and correct in all material respects as of the date hereof and the Closing Date as though made on and as of the Closing Date (except for such representations and warranties made only as of a specified date, which shall be true and correct in all material respects as of such date) and (iii) each of the other representations and warranties of Max set forth in ARTICLE III of this Agreement shall be true and correct in all respects as of the date hereof and the Closing Date as though made on and as of the Closing Date (except for such representations and warranties made only as of a specified date, which shall be true and correct as of such date), except where the failure of any such representations and warranties to be true and correct (without giving effect to any “materiality” or “Material Adverse Effect” or similar qualifier set forth therein) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on IPC.

(b) Performance of Obligations of IPC. IPC shall have performed or complied in all respects with Section 1.5 and with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to materiality or Material Adverse Effect, and shall have performed or complied in all material respects with all other obligations required to be performed by it under this Agreement at or prior to the Closing Date.

(c) Certification. Max shall have received a certificate signed on behalf of IPC by the Chief Executive Officer or the Chief Financial Officer of IPC, certifying that the conditions set forth in Section 6.3(a) and Section 6.3(b) have been satisfied.

(d) Burdensome Regulatory Condition. There shall not be any action taken, or any Law enacted, entered, enforced or deemed applicable to the Amalgamation or the transactions contemplated by this Agreement by any Governmental Entity of competent jurisdiction (including any Requisite Regulatory Approval), which imposes any term, condition, obligation or restriction upon IPC, the Amalgamated Company or their respective subsidiaries that would, individually or the aggregate, reasonably be expected to have a Material Adverse Effect on IPC and its subsidiaries (including the Amalgamated Company and its subsidiaries) on a consolidated basis after the Effective Time.

(e) Opinion of Tax Counsel. Max shall have received an opinion from Akin, Gump, Strauss, Hauer & Feld LLP, special counsel to Max, dated the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, (i) the Amalgamation will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, (ii) each of IPC and Max will be a party to that reorganization within the meaning of Section 368(b) of the Code and (iii) IPC will be treated, in respect of any shareholder who will own after the Amalgamation less than

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five percent of the issued IPC Common Shares (as determined under Treasury Regulations Section 1.367(a)-3(b)(1)(i)), as a corporation under Section 367(a) of the Code with respect to each transfer of property thereto pursuant to the Amalgamation. In rendering its opinion, Akin Gump Strauss Hauer and Feld LLP may require and rely upon representations contained in letters from each of IPC and Max.

ARTICLE VII

TERMINATION AND AMENDMENT

7.1 Termination. This Agreement may be terminated, at any time prior to the Effective Time, by action taken or authorized by the board of directors of the terminating party or parties, whether before or after any Required Shareholder Vote has been obtained only:

(a) by mutual consent of IPC, Amalgamation Sub and Max in a written instrument;

(b) by either IPC or Max, upon written notice to the other party, if a Governmental Entity of competent jurisdiction that must grant a Requisite Regulatory Approval has denied such Requisite Regulatory Approval and such denial has become final and non-appealable; or any Governmental Entity of competent jurisdiction shall have issued an order, judgment, decision, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Amalgamation, and such order, decree, ruling or other action has become final and non-appealable; provided that the right to terminate this Agreement under this Section 7.1(b) shall not be available to any party whose failure to comply in any material respect with Section 5.3 or any other provision of this Agreement has been the direct cause of, or resulted directly in, such action;

(c) by either IPC or Max, upon written notice to the other party, if the Amalgamation shall not have been consummated on or before November 30, 2009; provided that the right to terminate this Agreement under this Section 7.1(c) shall not be available to any party whose failure to comply in any material respect with any provision of this Agreement has been the direct cause of, or resulted directly in, the failure of the Effective Time to occur on or before such date;

(d) by IPC or Max, upon written notice to the other party, if the non-terminating party’s board of directors shall have (i) effected a Change in Max Recommendation or Change in IPC Recommendation, as the case may be (including by amending or supplementing the Joint Proxy Statement/Prospectus to effect a Change in Max Recommendation or Change in IPC Recommendation, as the case may be), (ii) failed to include the Max Recommendation or IPC Recommendation, as the case may be, in the Joint Proxy Statement/Prospectus in accordance with Section 5.1(b) or 5.1(c), or (iii) materially breached its obligations under Section 5.5(a)(iii) or 5.5(d);

(e) by either IPC or Max if the terminating party is not in material breach of its obligations under this Agreement, upon written notice to the other party, if there shall have been a breach by the other party of any of the covenants or agreements or any of the representations or warranties set forth in this Agreement on the part of such other party, which breach would, individually or in the aggregate, result in, if occurring or continuing on the

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Closing Date, the failure of the conditions set forth in Section 6.2(a) or 6.2(b) or Section 6.3(a) or 6.3(b), as the case may be, and which breach has not been cured within 45 days following written notice thereof to the breaching party or, by its nature, cannot be cured within such time period;

(f) by either IPC or Max, if the Required IPC Vote or Required Max Vote shall not have been obtained upon a vote taken thereon at the duly convened IPC Shareholders Meeting or Max Shareholders Meeting, as the case may be, or any adjournment or postponement thereof at which the applicable vote was taken;

(g) by IPC, if the total number of Dissenting Shares exceeds 15% of the issued and outstanding Max Common Shares on the business day immediately following the last day on which the holders of Max Common Shares can require appraisal of their Max Common Shares pursuant to Bermuda Law;

(h) by IPC, after the IPC Shareholders Meeting, if (i) IPC is a Requesting Party and (ii) it is determined, in accordance with Section 5.16, that (A) Max has experienced a 50% Book Value Decline or (B) there is a 20% Differential Book Value Decline and Max’s book value has declined by a greater percentage than IPC’s book value; or

(i) by Max, after the Max Shareholders Meeting, if (i) Max is a Requesting Party and (ii) it is determined, in accordance with Section 5.16, that (A) IPC has experienced a 50% Book Value Decline or (B) there is a 20% Differential Book Value Decline and IPC’s book value has declined by a greater percentage than Max’s book value.

7.2 Effect of Termination.

(a) In the event of termination of this Agreement by either Max or IPC as provided in Section 7.1, this Agreement shall forthwith become void, and there shall be no liability or obligation on the part of IPC, Amalgamation Sub or Max or their respective officers or directors under or arising from this Agreement, except with respect to Section 5.2(b) (Confidentiality), Section 5.7 (Fees and Expenses), this Section 7.2 (Effect of Termination), and ARTICLE VIII (General Provisions), which shall survive such termination, except that no party shall be relieved or released from any liabilities or damages arising out of its willful breach of this Agreement.

(b) If IPC or Max, as the case may be, terminates this Agreement pursuant to Section 7.1(d), then the non-terminating party shall, as promptly as reasonably practicable (and, in any event, within three business days following such termination), pay to the terminating party, by wire transfer of immediately available funds, $50,000,000 (the “Termination Fee”).

(c) If either party terminates this Agreement pursuant to Section 7.1(c), and (i) prior to November 30, 2009, an Acquisition Proposal shall have been publicly announced or otherwise communicated to the officers of the non-terminating party or its board of directors, and (ii) within 12 months of the date of such termination of this Agreement, the non-terminating party enters into or consummates an Acquisition Transaction with the person (or its affiliate) that made such Acquisition Proposal, then the non-terminating party shall pay to the terminating party upon the earlier of the date of such execution or such consummation, by wire transfer of immediately available funds, the Termination Fee.

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(d) If either party terminates this Agreement pursuant to Section 7.1(e) and (i) at any time after the date of this Agreement and at or before the date of the Max Shareholders Meeting (if Max is the non-terminating party) or the IPC Shareholders Meeting (if IPC is the non-terminating party), as the case may be, an Acquisition Proposal shall have been publicly announced or otherwise communicated to the officers of the non-terminating party or its board of directors, and (ii) within 12 months of the date of such termination of this Agreement, the non-terminating party enters into or consummates an Acquisition Transaction with the person (or its affiliate) that made such Acquisition Proposal, then the non-terminating party shall pay to the terminating party upon the earlier of the date of such execution or such consummation, by wire transfer of immediately available funds, the Termination Fee.

(e) If IPC or Max, as the case may be, terminates this Agreement pursuant to Section 7.1(f) because the Required Max Vote has not been obtained (and, if IPC is the terminating party, the Required IPC Vote has not been taken yet or has already been obtained), and if (i) at any time after the date of this Agreement and at or before the date of the Max Shareholders Meeting, an Acquisition Proposal shall have been publicly announced or otherwise communicated to the officers of Max or Max’s board of directors, and (ii) within 12 months of the date of such termination of this Agreement, Max or any of its subsidiaries enters into or consummates a an Acquisition Transaction with the person (or its affiliate) that made such Acquisition Proposal, then Max shall pay the Termination Fee to IPC upon the earlier of the date of such execution or such consummation.

(f) If IPC or Max, as the case may be, terminates this Agreement pursuant to Section 7.1(f) because the Required IPC Vote has not been obtained (and, if Max is the terminating party, the Required Max Vote has not been taken yet or has already been obtained) and (i) at any time after the date of this Agreement and at or before the date of the IPC Shareholders Meeting, an Acquisition Proposal is publicly announced or otherwise communicated to the officers of IPC or IPC’s board of directors, and (ii) within 12 months of the date of such termination of this Agreement, IPC or any of its subsidiaries enters into or consummates an Acquisition Transaction with the person (or its affiliate) that made such Acquisition Proposal, then IPC shall pay the Termination Fee to Max upon the earlier of the date of such execution or such consummation.

ARTICLE VIII

GENERAL PROVISIONS

8.1 Non-Survival of Representations, Warranties and Agreements. Except for Section 5.8 and any provision of this ARTICLE VIII to the extent it is related to a claim under Section 5.8, none of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, and agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time.

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8.2 Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, or by email, telecopy or facsimile, upon confirmation of receipt, (b) on the first business day following the date of dispatch if delivered by a recognized next-day courier service, or (c) on the third business day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered as set forth below or pursuant to such other instructions as may be designated in writing by the party to receive such notice.

(a) If to IPC, to

IPC Holdings, Ltd.

29 Richmond Road

Pembroke HM 08

Bermuda

Attention:	James P. Bryce
	John R. Weale
Facsimile:	+1 (441) 292-8085

with a copy to (which shall not constitute notice):

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

Attention:	Andrew S. Rowen, Esq.
	Melissa Sawyer, Esq.
Facsimile:	+1 (212) 558-3588

(b) If to Max, to

Max Capital Group Ltd.

Max House

2 Front Street

Hamilton, HM 11

Bermuda

Attention:	W. Marston Becker
Facsimile:	+1 (441) 295-8899

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with a copy to (which shall not constitute notice):

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, NY 10036

Attention:	Kerry E. Berchem, Esq.
	Jeffrey L. Kochian, Esq.
Facsimile:	+1 (212) 872-1002

8.3 Interpretation. When a reference is made in this Agreement to sections or subsections, such reference shall be to a section or subsection of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “herein,” “hereof,” “hereunder” and words of similar import shall be deemed to refer to this Agreement as a whole, including the schedules and exhibits hereto, and not to any particular provision of this Agreement. Any pronoun shall include the corresponding masculine, feminine and neuter forms. References to “party” or “parties” in this Agreement mean IPC, Amalgamation Sub and/or Max, as the case may be. References to “person” in this Agreement mean an individual, a company, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof. References to “subsidiary” in this Agreement means, as to any person, any other person of which more than 50% of the effective voting power or equity or other ownership interests is directly or indirectly owned by such person. References to “affiliate” in this Agreement means, as to any person, any other person which, directly or indirectly, controls, or is controlled by, or is under common control with, such person. As used in this Agreement, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise. As used in this Agreement, “knowledge” means the actual knowledge, without due inquiry, of the officers of Max set forth in Section 8.3 of the Max Disclosure Letter or the officers of IPC set forth in Section 8.3 of the IPC Disclosure Letter, as the case may be. References to “US dollar,” “dollars,” “US$” or “$” in this Agreement are to the lawful currency of the United States of America. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or other day on which banking institutions in New York or Bermuda are obligated by Law or executive order to be closed.

8.4 Counterparts. This Agreement may be executed in separate counterparts, each of which shall be considered one and the same agreement and shall become effective when each of the parties has delivered a signed counterpart to the other parties, it being understood that all parties need not sign the same counterpart. Such counterpart executions may be transmitted to the parties by facsimile or electronic transmission, which shall have the full force and effect of an original signature.

8.5 Entire Agreement; No Third Party Beneficiaries. This Agreement (including the Max Disclosure Letter and the IPC Disclosure Letter) (a) constitutes the entire agreement and

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supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof, other than the Confidentiality Agreement, which shall survive the execution and delivery of this Agreement and shall terminate in accordance with its terms, or if the Closing occurs, as set forth in Section 5.2(b) and (b) is not intended to confer upon any person other than the parties any rights or remedies hereunder, except (i) for the rights of the holders of Max Common Shares to receive the Amalgamation Consideration pursuant to and subject to this Agreement if the Effective Time occurs, and (ii) as provided in Section 5.8(c).

8.6 Governing Law. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the Laws of Bermuda, without giving effect to its principles or rules of conflict of laws.

8.7 Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability and, unless the effect of such invalidity or unenforceability would prevent the parties from realizing the major portion of the economic benefits of the Amalgamation that they currently anticipate obtaining therefrom, shall not render invalid or unenforceable the remaining terms and provisions of this Agreement or affect the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

8.8 Assignment. Neither this Agreement nor any of the rights, interests or obligations of the parties hereunder shall be assigned by any of the parties (whether by operation of Law or otherwise) without the prior written consent of the other parties, which may be granted or withheld in the sole discretion of the other parties. Any attempt to make any such assignment without such consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

8.9 Enforcement. The parties agree that money damages would be both incalculable and an insufficient remedy and that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms on a timely basis or were otherwise breached. It is accordingly agreed that, subject to the discretion of the Chosen Court (as defined in Section 8.10), the parties shall be entitled to an injunction or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court identified in Section 8.10, this being in addition to any other remedy to which they are entitled at law or in equity.

8.10 Submission to Jurisdiction. Each party irrevocably and unconditionally consents, agrees and submits to the exclusive jurisdiction of the Bermuda Supreme Court (and appropriate appellate courts therefrom) (the “Chosen Courts”), for the purposes of any litigation, action, suit or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby. Each party agrees to commence any litigation, action, suit or proceeding relating hereto only in the Bermuda Supreme Court, or if such litigation, action, suit or other proceeding may not be brought in such court for reasons of subject matter jurisdiction, in the other appellate courts therefrom or other courts of Bermuda. Each party irrevocably and unconditionally waives

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any objection to the laying of venue of any litigation, action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Chosen Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each party further irrevocably consents to and grants any such court jurisdiction over the person of such parties and, to the extent legally effective, over the subject matter of any such dispute and agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.2 or in such other manner as may be permitted by Law, shall be valid and sufficient service thereof. The parties agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

8.11 Amendment. This Agreement may be amended by the parties, by action taken or authorized by their respective Boards of Directors, at any time before or after approval of the matters presented in connection with the Amalgamation by the shareholders of Max or of IPC, but, after any such approval, no amendment shall be made which by Law requires further approval by such shareholders without such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties by their duly authorized representatives.

8.12 Extension; Waiver. At any time prior to the Effective Time, the parties may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other party, (ii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party. The failure of a party to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights. No single or partial exercise of any right, remedy, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Any waiver shall be effective only in the specific instance and for the specific purpose for which given and shall not constitute a waiver to any subsequent or other exercise of any right, remedy, power or privilege hereunder.

8.13 Defined Terms.

(a) For purposes of this Agreement, each of the following terms shall have the meaning set forth below.

“Average IPC Share Price” means the volume weighted average price per IPC Common Share on NASDAQ (as reported by Bloomberg L.P. or, if not reported thereby, by another authoritative source mutually agreed by the parties) for the five consecutive trading days immediately preceding the second trading day prior to the Closing Date. For all purposes of this Agreement, the Average IPC Share Price shall be calculated to the nearest one-hundredth of one cent.

“Acquisition Transaction” means with respect to any Person, any amalgamation, merger, reorganization, share exchange, consolidation, business combination, recapitalization,

59

liquidation, dissolution or similar transaction involving it or any of its subsidiaries or any purchase or sale of 35% or more of the consolidated assets (including, without limitation, stock of its subsidiaries) of it and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the shareholders of such person) beneficially owning securities representing 35% or more of its total voting power or the voting power of any of its subsidiaries.

“Compensation and Benefit Plan” means any pension, retirement, profit-sharing, deferred compensation, stock option, employee stock ownership, severance pay, vacation, retention or other bonus or incentive plan, any other employee program or agreement, any medical, vision, dental, or other health plan, any life insurance plan, and any other employee benefit plan or fringe benefit plan, whether or not tax-qualified or otherwise tax-preferred, maintained by, sponsored in whole or in part by, or contributed to by IPC or Max or their subsidiaries, as the case may be, for the benefit of their employees, former employees, retirees, dependents, spouses, directors, independent contractors, or other beneficiaries and under which such employees, former employees, retirees, dependents, spouses, directors, independent contractors, or other beneficiaries are eligible to participate and any employment, retention, change in control, severance, termination, consulting or retirement agreement with their current or former employees.

“Intellectual Property” means (i) trademarks, service marks, Internet domain names, logos, trade dress, trade names, corporate names and any and every other form of trade identity or indicia of origin, and the goodwill associated therewith and symbolized thereby; (ii) inventions, discoveries and patents, and the improvements thereto; (iii) published and unpublished works of authorship and the copyrights therein and thereto (including databases and other compilations of information, computer and electronic data processing programs and software, in both source code and object code); (iv) trade secrets, confidential business and technical information and any other confidential information (including ideas, research and development, know-how, formulae, calculations, algorithms, models, designs, processes, business methods, customer lists and supplier lists) (“Trade Secrets”); (v) all rights in data and data bases; (vi) all other intellectual property or similar proprietary rights; and (vii) all applications, registrations and renewals for the foregoing.

“IPC Benefit Plan” means only those Compensation and Benefit Plans maintained by, sponsored in whole or in part by, or contributed to by IPC or its subsidiaries for the benefit of their employees, former employees, retirees, dependents, spouses, directors, independent contractors, or other beneficiaries and under which such employees, former employees, retirees, dependents, spouses, directors, independent contractors, or other beneficiaries are eligible to participate or with respect to which IPC or any of its subsidiaries has any liability.

“Max Benefit Plan” means only those Compensation and Benefit Plans maintained by, sponsored in whole or in part by, or contributed to by Max or its subsidiaries for the benefit of their employees, former employees, retirees, dependents, spouses, directors, independent contractors, or other beneficiaries and under which such employees, former employees, retirees, dependents, spouses, directors, independent contractors, or other beneficiaries are eligible to participate or with respect to which Max or any of its subsidiaries has any liability.

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“Material Adverse Effect” means, with respect to any party, any change, state of facts, circumstance, event or effect that is materially adverse to (A) the financial condition, properties, assets, liabilities, obligations (whether accrued, absolute, contingent or otherwise), businesses or results of operations of such party and its subsidiaries, taken as a whole, excluding any such change, state of facts, circumstance, event or effect to the extent caused by or resulting from:

(i) the execution, delivery and announcement of this Agreement and the transactions contemplated hereby,

(ii) changes in economic, market, business, regulatory or political conditions generally in the United States or in Bermuda or any other jurisdiction in which such party operates or in Bermudian, U.S. or global financial markets,

(iii) changes, circumstances or events generally affecting the property and casualty insurance and reinsurance industry in the geographic areas in which such party operates,

(iv) changes, circumstances or events resulting in liabilities under property catastrophe reinsurance, including any effects resulting from any earthquake, hurricane, tornado, windstorm, terrorist act, act of war or other natural or man-made disaster,

(v) changes in any Law,

(vi) changes in generally accepted accounting principles or in statutory accounting principles (or local equivalents in the applicable jurisdiction) prescribed by the applicable insurance regulatory authority (“GAAP” and “Applicable SAP”, respectively), including accounting and financial reporting pronouncements by the Bermuda Monetary Authority, the Securities and Exchange Commission (the “SEC”), the National Association of Insurance Commissioners and the Financial Accounting Standards Board,

(vii) any change or announcement of a potential change in its or any of its subsidiaries’ credit or claims paying rating or A.M. Best rating or the ratings of any of its or its subsidiaries’ businesses or securities (provided that this exception shall not prevent or otherwise affect a determination that any changes, state of facts, circumstances, events or effects underlying a change described in this clause (vii) has resulted in, or contributed to, a Material Adverse Effect),

(viii) a change in the trading prices or volume of such party’s capital stock (provided that this exception shall not prevent or otherwise affect a determination that any changes, state of facts, circumstances, events or effects underlying a change described in this clause (viii) has resulted in, or contributed to, a Material Adverse Effect),

(ix) the failure to meet any revenue, earnings or other projections, forecasts or predictions for any period ending after the date of this Agreement (provided that this exception shall not prevent or otherwise affect a determination that any state of facts, circumstances, events or effects underlying a failure described in this clause (ix) has resulted in, or contributed to, a Material Adverse Effect),

61

(x) the commencement, occurrence or continuation of any war or armed hostilities, or

(xi) any action or failure to act required to be taken by a party pursuant to the terms of this Agreement,

except in the case of the foregoing clauses (ii), (iii), (v), (vi) and (x) to the extent those changes, state of facts, circumstances, events, or effects have a materially disproportionate effect on such party and its subsidiaries taken as a whole relative to other similarly situated persons in the property and casualty insurance and reinsurance industry,

and/or (B) the ability of such party to perform its obligations under this Agreement or to consummate the transactions contemplated hereby on a timely basis.

“Permitted Encumbrance” means (i) statutory liens securing payments not yet due, (ii) such imperfections or irregularities of title, claims, liens, charges, security interests or encumbrances as do not affect the use of the properties or assets subject thereto or affected thereby or otherwise impair business operations at such properties, (iii) restrictions on transfer imposed by Law, (iv) assets pledged or transferred to secure reinsurance or retrocession obligations, (v) ordinary-course securities lending and short-sale transactions, (vi) investment securities held in the name of a nominee, custodian or other record owner, (vii) statutory deposits, or (viii) any failure to hold good title, in each case, that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

“Tax” means (i) all federal, state, local or foreign taxes, charges, fees, imposts, levies or other assessments, including all income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, premium, severance, stamp, occupation, property and estimated taxes, customs duties, fees, assessments and charges of any kind whatsoever, (ii) all interest, penalties, fines, additions to tax or additional amounts imposed by any Taxing Authority in connection with any item described in clause (i), and (iii) any transferee liability in respect of any items described in clauses (i) or (ii) payable by reason of contract, assumption, transferee liability, operation of Law, Treasury Regulation Section 1.1502-6(a) (or any predecessor or successor thereof of any analogous or similar provision under Law) or otherwise.

“Tax Asset” means any loss, net operating loss, net capital loss, investment tax credit, foreign tax credit, charitable deduction, or any other credit or Tax attribute that could be carried forward or carried back to reduce Taxes.

“Tax Return” means any return, report or statement filed or required to be filed with respect to any Tax (including any elections, declarations, schedules or attachments thereto, and any amendment thereof) including any information return, claim for refund, amended return or declaration of estimated Tax, and including, where permitted or required, combined, consolidated or unitary returns for any group of entities that includes IPC, Max or any subsidiaries thereof.

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“Taxing Authority” means the Internal Revenue Service or any other Governmental Entity responsible for the administration of any Tax.

(b) Each of the following terms is defined in the provision listed opposite such term:

Defined Term	Section
20% Differential Book Value Decline	5.16(e)
50% Book Value Decline	5.16(d)
Acquisition Proposal	5.5(a)(i)
Administrator	3.12(h)
affiliate	8.3
Agent	3.12(h)
Agreement	Introduction
Amalgamated Company	1.3
Amalgamation	Recitals
Amalgamation Agreement	1.1
Amalgamation Application	1.1
Amalgamation Consideration	2.1(a)
Amalgamation Sub	Introduction
Applicable SAP	8.13(a) (See “Material Adverse Effect”)
Average IPC Share Price	8.13(a)
Book Value Certificate	5.16(a)
Book Value Estimate	5.16(b)
business day	8.3

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Change in Max Recommendation	5.4(a)
Change in IPC Recommendation	5.4(a)
Chosen Courts	8.10
Closing	1.2
Closing Date	1.2
Code	Recitals
Companies Act	Recitals
Confidentiality Agreement	5.2(b)
control	8.3
Disclosure Letter	ARTICLE III
Dissenting Shareholder	2.1(c)
Dissenting Shares	2.1(c)
Effective Time	1.1
Employees	5.12(b)
ERISA	3.15(e)
Exchange Act	3.4(a)
Exchange Agent	2.2(a)
Exchange Fund	2.2(a)
Exchange Ratio	2.1(a)
Financing	4.2(a)
Form S-4	5.1(a)
GAAP	8.13(a) (See “Material Adverse Effect”)
Governmental Entity	3.3(c)
Indemnified Parties	5.8(a)

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Insurance Entities	3.12(a)
Insurance Laws	3.5(a)
Intellectual Property	8.13(a)
Investment Assets	3.13(a)
Investment Policy	3.13(c)
IPC	Introduction
IPC Benefit Plan	8.13(a)
IPC Bye-Law Amendments	3.9(b)
IPC Common Share	2.1(a)
IPC Disclosure Letter	ARTICLE III
IPC Recommendation	3.9(b)
IPC Share Plans	3.2(a)
IPC Shareholders Meeting	5.1(c)
IPCRe	1.6(a)
Joint Proxy Statement/Prospectus	5.1(a)
JP Morgan	3.19
knowledge	8.3
Laws	3.5(a)
Legal Proceedings	3.6
Listed IPC Common Shares	5.13
Lloyd’s	3.5(a)
Lloyd’s Regulations	3.12(m)
Material Adverse Effect	8.13(a)
Material Contract	3.14(a)
Max	Introduction

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Max Benefit Plan	8.13(a)
Max Bermuda	1.6(a)
Max Bye-Law Amendment	3.9(a)
Max Certificate	2.1
Max Common Share	2.1
Max Disclosure Letter	ARTICLE III
Max Other Awards	2.3(b)
Max Recommendation	3.9(a)
Max Share Option	2.3(a)
Max Share Plans	3.2(a)
Max Share Register	2.1
Max Shareholders Meeting	5.1(b)
Max USA	4.2(b)
Max Warrants	2.4
Measurement Date	5.16(a)
Merrill Lynch	3.19
multiemployer plan	3.15(e)
Name Change	3.9(b)
New Option	2.3(a)
New Warrants	2.4
Notice of Superior Proposal	5.5(d)
Notice Period	5.5(d)
party; parties	8.3
Permits	3.5(a)
Permitted Encumbrance	8.13(a)

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person	8.3
Policies	3.12(g)
Post-Closing Directors	1.5(a)
Registrar	1.1
Reinsurance Agreements	3.12(e)
Required IPC Vote	3.10(a)
Required Max Vote	3.10(b)
Required Shareholder Votes	3.10(b)
Requisite Regulatory Approvals	6.1(c)
SEC	8.13(a) (See “Material Adverse Effect”)
SEC Documents	3.4(a)
Securities Act	3.4(a)
Share Issuance	Recitals
Statutory Statements	3.12(b)
subsidiary	8.3
Superior Proposal	5.5(f)
Tax	8.13(a)
Tax Asset	8.13(a)
Tax Return	8.13(a)
Taxing Authority	8.13(a)
Termination Fee	7.2(b)
Trade Secrets	8.13(a) (See “Intellectual Property”)
Underwriting Model	3.17(c)
Voting Debt	3.2(d)

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IN WITNESS WHEREOF, IPC, Amalgamation Sub and Max have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first set forth above.

IPC HOLDINGS, LTD.
By:	/s/ James P. Bryce
Name:	James P. Bryce
Title:	Chief Executive Officer
IPC LIMITED
By:	/s/ James P. Bryce
Name:	James P. Bryce
Title:	Chief Executive Officer
MAX CAPITAL GROUP LTD.
By:	/s/ W. Marston Becker
Name:	W. Marston Becker
Title:	Chief Executive Officer

EX-10.1

Exhibit 10.1

EXECUTION VERSION

THIRD AMENDMENT AND LIMITED CONSENT TO CREDIT AGREEMENT

THIS THIRD AMENDMENT AND LIMITED CONSENT TO CREDIT AGREEMENT, dated as of the 28th day of February, 2009 (this “Amendment”), is entered into by and among Max Bermuda Ltd. (f/k/a Max Re Ltd.), a Bermuda company (“Max Bermuda”) and Max Capital Group Ltd. (f/k/a Max Re Capital Ltd.), a Bermuda company (“Max Capital” and together with Max Bermuda, each a “Borrower” and collectively the “Borrowers”), various financial institutions which are parties hereto (the “Lenders”), Bank of America, National Association, as fronting bank (in such capacity, the “Fronting Bank”), Bank of America, National Association, as letter of credit administrator (in such capacity, the “LC Administrator”) and Bank of America, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

RECITALS

A. The Borrowers, the Lenders and the Administrative Agent are parties to the Credit Agreement, dated as of August 7, 2007 (as amended, restated, supplemented or modified from time to time and in effect on the date hereof, the “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings given to them in the Credit Agreement.

B. Max Capital and IPC Holdings, Ltd., a Bermuda company organized under the laws of Bermuda (“IPC Holdings”), have proposed a business combination (the “Amalgamation”) in which IPC Holdings has formed IPC Limited, a wholly owned Bermuda Subsidiary (“Amalco Sub”) and, pursuant to the Amalgamation Agreement (as defined below) upon satisfaction of certain conditions precedent, amalgamate Amalco Sub with Max Capital into Max Holdings Ltd. (“Max Holdings”). Immediately after the amalgamation, IPC Holdings will change its name to Max Capital Group Ltd. and will directly own 100% of the equity interests of (i) Max Holdings, (ii) IPCRe Limited (“IPCRe Limited”) and (iii) IPCRe Underwriting Services Limited (“IPC Underwriting”). Max Holdings will own 100% of the equity interests of (i) Max Bermuda, (ii) Max USA Holdings Ltd. (“Max US”), (iii) Max UK Holdings Ltd. (“Max UK”), (iv) Max Managers Ltd. and (v) Max Capital Services Limited.

C. The Borrowers desire to obtain the consent of the Required Lenders to the Amalgamation prior to the public announcement thereof and to make certain amendments to the Credit Agreement, and the Administrative Agent and the Required Lenders have agreed to make such amendments on the terms and conditions set forth herein. IPC Holdings is pursuing an amendment of its Credit Agreement (the “IPC/Wachovia Credit Agreement”), dated as of April 13, 2006, among IPC Holdings, IPCRe Limited, the lenders identified therein and Wachovia Bank, National Association, as administrative agent, in substantially similar form as this Amendment.

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

LIMITED CONSENT

1.1 Subject to the satisfaction of the conditions set forth in Section 3.1 of this Amendment, the undersigned Lenders hereby each offer their limited consent to the Amalgamation until the earlier of the following (each, a “Consent Termination Event”) (i) 5:00 p.m. EDT on November 30, 2009, if the Amalgamation shall not have been consummated and the conditions set forth in Section 3.2 herein shall not have been satisfied by such time, (ii) the date upon which the board of directors of either IPC Holdings or Max Capital shall have withdrawn or modified its approval of the Amalgamation in a manner adverse to the Lenders; (iii) the date upon which Max Capital advises the Administrative Agent, or the Administrative Agent otherwise reasonably determines that the Amalgamation Agreement (as defined below) shall have been waived, amended, supplemented or otherwise modified in a manner materially adverse to the Lenders; or (iv) the fees and , to the extent invoiced, expenses (including legal fees and expenses) specified in the engagement letter, dated February 26, 2009, among IPC Holdings, Max Capital, Banc of America Securities LLC and Wachovia Capital Markets, LLC have not been paid within two Business Days of the Consent Effective Date.

1.2 Upon the occurrence of any Consent Termination Event, the limited consent set forth in Section 1.1 hereof shall upon written notice of the Administrative Agent to each of IPC Holdings and Max Capital terminate and be of no further force or effect, and all rights and remedies with respect to the matters set forth in Section 1.1 hereof of the Administrative Agent and the Lenders under the Credit Agreement and any other Credit Document shall, without any further action by any person, automatically be reinstated as if the limited consent set forth in Section 1.1 hereof had not become effective; provided that the occurrence of a Consent Termination Event in and of itself shall not constitute a Default or Event of Default under the Credit Agreement. This limited consent shall not constitute or be deemed to be a waiver of, consent to or departure from, any other term or provision in the Credit Agreement, which shall continue in full force and effect, nor shall this limited consent constitute a course of dealing among the parties.

ARTICLE II

AMENDMENTS TO CREDIT AGREEMENT

Effective as of the Amendment Effective Date:

2.1 Amendments to Section 1.1 Consisting of New Definitions. The following definitions are hereby added to Section 1.1 of the Credit Agreement in appropriate alphabetical order:

“Acquisition” means any transaction or series of related transactions, consummated on or after the date hereof, by which IPC Holdings directly, or indirectly through one or more Subsidiaries, (i) acquires any going business, division thereof or line of business, or all or substantially all of the assets, of any Person, whether through purchase of assets, merger or otherwise, or (ii) acquires securities or other ownership interests of any Person that, following such Acquisition, will be deemed a Subsidiary of IPC Holdings.

2

“Amalco Sub” means IPC Limited, a Bermuda company and Wholly Owned Subsidiary of IPC Holdings.

“Amalgamation” means the amalgamation, pursuant to the Amalgamation Agreement, of Amalco Sub and Max Capital into Max Holdings, with Max Holdings becoming a Wholly Owned Subsidiary of IPC Holdings.

“Amalgamation Agreement” means the Agreement and Plan of Amalgamation, dated as of March [    ], 2009, by and among IPC Holdings, Amalco Sub and Max Capital, in the form attached as Annex B to the Third Amendment, as amended, modified, restated or supplemented from time to time in accordance with the terms of the Third Amendment.

“Amalgamation Date” means the date on which (a) the “Closing” under the Amalgamation Agreement occurs, (b) the application for registration of an amalgamated company in connection with the amalgamation of Amalco Sub and Max Capital has been filed with the proper Governmental Authority and (c) the conditions in Article VI of the Amalgamation Agreement have been satisfied.

“Capital Lease Obligations” means, with respect to any Person, the obligations of such Person to pay rent or other amounts under which is or should be capitalized on the balance sheet in accordance with GAAP, together with any other lease which is in substance a financing lease, including, without limitation, any lease under which (a) such Person has or will have an option to purchase the property subject thereto at a nominal amount or an amount less than a reasonable estimate of the fair market value of such property as of the date the lease is entered into or (b) the term of the lease approximates or exceeds the expected useful life of the property leased thereunder.

“Consolidated Debt” means, at any time, the aggregate (without duplication) of all Debt of IPC Holdings and its Subsidiaries determined on a consolidated basis in accordance with GAAP, but excluding the stated amount of all letters of credit to the extent permitted to be issued under Section 6.2 but only in each case to the extent such letters of credit are not drawn upon. For the avoidance of doubt, Consolidated Debt shall include that portion of the Trust Preferred Securities which (i) is not included as equity by S&P or (ii) even if included as equity by S&P, exceeds 15% of Total Capitalization.

“Consolidated Net Worth” means, at any time, (a) the consolidated shareholders’ equity of IPC Holdings and its Subsidiaries determined in accordance with GAAP (but excluding any extraordinary gain realized in connection with the Amalgamation), plus (b) the aggregate outstanding amount of Trust Preferred Securities of IPC Holdings, if any, but only to the extent (i) such amount is included in a determination of the Consolidated Net Worth (as defined in clause (a) above) of IPC Holdings and its Subsidiaries under the applicable procedures and guidelines of S&P and (ii) the amount included as equity does not exceed 15% of Total Capitalization.

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“Credit Party” means any Person who executes a Credit Document other than the Administrative Agent, any Applicable Issuing Party or any Lender.

“Equity Interests” means, with respect to any Person, shares of capital stock of, or any partnership, membership, limited liability company, trust or other ownership or profit interests in, such Person, together with (i) warrants, options or other rights for the purchase or other acquisition from such Person of any of the foregoing, (ii) securities convertible into or exchangeable for any of the foregoing or warrants, options or other rights for the purchase or other acquisition from such Person of any such securities and (iii) any other ownership or profit interests in such Person, in each case, whether voting or nonvoting, and whether or not any of the foregoing are authorized or otherwise existing on any date of determination.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with IPC Holdings or any of its Subsidiaries within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“Financial Strength Rating” means the rating that has been most recently announced by A.M. Best Company, Inc. as the “financial strength rating” for any Insurance Subsidiary.

“Foreign Pension Plan” means any plan, fund (including, without limitation, any superannuation fund) or other similar program established or maintained outside the United States of America by IPC Holdings or any one or more of its Subsidiaries primarily for the benefit of employees of IPC Holdings or such Subsidiaries residing outside the United States of America, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.

“Guarantor” means IPC Holdings, Max Holdings and, if required by the Administrative Agent in its sole discretion, Max Capital and Amalco Sub.

“Guaranty” means the guaranty agreement executed by the Guarantors in favor of the Administrative Agent and the Lenders, in substantially the form of Exhibit A to the Third Amendment, as amended, modified, restated or supplemented from time to time.

“Hedge Agreement” means any interest or foreign currency rate swap, cap, collar, option, hedge, forward rate or other similar agreement or arrangement designed to protect against fluctuations in interest rates or currency exchange rates, including any swap agreement.

“Insurance Regulatory Authority” means, with respect to any Insurance Subsidiary, the Governmental Authority charged with regulating insurance companies or insurance holding companies in its jurisdiction of domicile and, to the extent that it has regulatory authority over such Insurance Subsidiary, in each other jurisdiction in which such Insurance Subsidiary conducts business or is licensed to conduct business.

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“IPC Holdings” means IPC Holdings, Ltd., a company organized under the laws of Bermuda.

“IPC Holdings Debt Rating” has the meaning given in the definition of “Applicable Rate”.

“IPCRe Limited” means IPCRe Limited, a company organized under the laws of Bermuda.

“IPCRe Subsidiaries” means IPCRe Underwriting Services Limited, a company organized under the laws of Bermuda and IPC Europe Limited, a company organized under the laws of Ireland.

“IPC/Wachovia Credit Agreement” means the Credit Agreement, dated as of April 13, 2006, among IPC Holdings, IPCRe Limited, the lenders identified therein and Wachovia Bank, National Association, as administrative agent.

“Material Subsidiary” means each of Max Holdings, Max Bermuda, IPCRe Limited, each Material Insurance Subsidiary, and each other Subsidiary (after elimination of intercompany accounts) whose consolidated gross assets or gross revenues exceed 5% of the consolidated gross assets or gross revenues of IPC Holdings and its Subsidiaries for the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.1(a)(i); provided, however that prior to the date after the Amalgamation Date on which financial statements are provided as required in Section 5.1, the Pro Forma Financial Statements shall be used.

“Max Holdings” means Max Holdings, Ltd., a Bermuda company which resulted from the amalgamation of Amalco Sub and Max Capital Holdings, Ltd.

“Max UK” means Max UK Holdings Ltd. (f/k/a Imagine Group (UK) Limited), a company formed under the laws of England and Wales.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control, and any successor thereto.

“Private Act” means separate legislation enacted in Bermuda with the intention that such legislation apply solely and specifically to any Credit Party, in whole or in part.

“Pro Forma Financial Statements” means the pro forma balance sheet and income statement giving effect to the Amalgamation and the transactions contemplated thereby and hereby for the Fiscal Year ending December 31, 2008 calculated in accordance with Regulation S-X under the Securities Act of 1933, as amended, and the update to such pro forma balance sheet and income statement for the 2009 year to date ending on the last day of the most recent Fiscal Quarter ending prior to the Amalgamation Date.

“Sanctioned Country” means a country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/enforcement/ofac/sanctions, or as otherwise published from time to time.

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“Sanctioned Person” means (i) a Person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at http://www.treas.gov/offices/enforcement/ofac/sdn, or as otherwise published from time to time, or (ii) (A) an agency of the government of a Sanctioned Country, (B) an organization controlled by a Sanctioned Country, or (C) a Person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC.

“Third Amendment” means the Third Amendment and Limited Consent to Credit Agreement dated as of the 28th day of February, 2009 among Max Bermuda, Max Capital, the Lenders and the Administrative Agent.

“Total Capitalization” means, as of any date of determination, the sum of (a) Consolidated Net Worth as of such date and (b) Consolidated Debt as of such date.

“Total Voting Power” means, with respect to any Person, the total number of votes which may be cast in the election of directors of such Person at any meeting of stockholders of such Person if all securities entitled to vote in the election of directors of such Person (on a fully diluted basis, assuming the exercise, conversion or exchange of all rights, warrants, options and securities exercisable for, exchangeable for or convertible into, such voting securities) were present and voted at such meeting (other than votes of any securities that may be cast only upon the happening of a contingency).

“Trust Preferred Securities” shall mean any preferred securities offered by a special purpose business trust of which IPC Holdings is the grantor, the proceeds of which are or have been used principally to purchase subordinated debentures issued by IPC Holdings.

“Wholly Owned” means, with respect to any Subsidiary of any Person, that 100% of the outstanding Equity Interests of such Subsidiary is owned, directly or indirectly, by such Person.

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2.2 Amendments to Section 1.1 Consisting of Modified Definitions. The following definitions in Section 1.1 of the Credit Agreement are hereby amended in their entirety and read as follows:

“Applicable Rate” means, from time to time, the following percentages per annum, based upon the Debt Rating as set forth below:

		Non-Use Fee				Applicable Margin for LIBOR Loans		Base Rate Loans		Letter of Credit Fee
Pricing Level	Debt Rating	Tranche A		Tranche B		Tranche B		Tranche B		Tranche A		Tranche B
1	³ A-/ A3	0.200	%	0.300	%	2.250	%	1.250	%	1.000	%	2.250	%
2	BBB+/Baa1	0.200	%	0.400	%	2.500	%	1.500	%	1.000	%	2.500	%
3	BBB/Baa2	0.200	%	0.500	%	3.000	%	2.000	%	1.000	%	3.000	%
4	BBB-/Baa3	0.200	%	0.625	%	3.750	%	2.750	%	1.000	%	3.750	%
5	<BBB-/Baa3	0.200	%	0.750	%	4.500	%	3.500	%	1.000	%	4.500	%

IPC Holdings Debt Rating means, as of any date of determination, the rating as determined by either S&P or Moody’s (collectively, the “IPC Holdings Debt Ratings”) of IPC Holdings’ non-credit-enhanced, senior unsecured long-term debt; provided that (a) if the respective IPC Holdings Debt Ratings issued by the foregoing rating agencies differ by one level, then the Pricing Level for the higher of such IPC Holdings Debt Ratings shall apply (with the IPC Holdings Debt Rating for Pricing Level 1 being the highest and the IPC Holdings Debt Rating for Pricing Level 5 being the lowest); (b) if there is a split in IPC Holdings Debt Ratings of more than one level, then the Pricing Level that is one level lower than the Pricing Level of the higher IPC Holdings Debt Rating shall apply; (c) if IPC Holdings has only one IPC Holdings Debt Rating, the Pricing Level that is one level lower than that of such IPC Holdings Debt Rating shall apply; and (d) if IPC Holdings does not have any IPC Holdings Debt Rating, Pricing Level 5 shall apply.

Each change in the Applicable Rate resulting from a publicly announced change in the IPC Holdings Debt Rating shall be effective during the period commencing on the date of the public announcement of each upgrade or downgrade and ending on the date immediately preceding the effective date of the next such change.

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate” and (c) LIBOR for a one-month Interest Period commencing on such day plus 1%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate plus the Applicable Rate.

“Change of Control” means (a) any Person or group of Persons acting in concert as a partnership or other group, shall, as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise, have become, after the date hereof, the “beneficial owner” (within the meaning of such term under Rule 13d-3

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under the Exchange Act) of securities of IPC Holdings representing the right to exercise 51% or more of the Total Voting Power of the then outstanding securities of IPC Holdings ordinarily (and apart from rights accruing under special circumstances) having the right to vote in the election of directors; (b) the Board of Directors of IPC Holdings shall cease to consist of a majority of the individuals who constituted the Board of Directors as of the date hereof or who shall have become a member thereof subsequent to the date hereof after having been nominated, or otherwise approved in writing, by at least a majority of individuals who constituted the Board of Directors of IPC Holdings as of the date hereof (or their replacements approved as herein required); (c) Max Bermuda, IPCRe Limited or Max Holdings ceases to be a Wholly Owned Subsidiary of IPC Holdings (except as permitted hereunder); or (d) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of IPC Holdings, Max Holdings, Max Bermuda or IPCRe Limited (except as permitted hereunder).

“Consolidated Net Income” means, for any period, net income (or loss) for IPC Holdings and its Subsidiaries for such period and as reflected on the consolidated financial statements of IPC Holdings and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.

“Credit Documents” means this Agreement, each Guaranty, each Letter of Credit, LC Application and LC Amendment Application, the Fee Letter, the Security Agreement, and all other agreements, instruments, certificates, documents, schedules or other written indicia delivered by a Credit Party in connection with any of the foregoing.

“Debt” means, with respect to any Person, at the time of determination (without duplication), (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by notes, bonds, debentures or similar instruments, or upon which interest payments are customarily made, (c) the maximum stated or face amount of all surety bonds, letters of credit and bankers’ acceptances issued or created for the account of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed), (d) all obligations of such Person to pay the deferred purchase price of property or services (excluding trade payables incurred in the ordinary course of business and not past due based on customary practices in the trade), (e) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person, (f) all Capital Lease Obligations of such Person, (g) the principal balance outstanding and owing by such Person under any synthetic lease, tax retention operating lease or similar off-balance sheet financing product, (h) all guarantees or any other direct or indirect liability of such Person with respect to any Debt, liability or other obligation of another Person, whether or not contingent, (i) the net termination obligations of such Person under any Hedge Agreements and Total Return Equity Swaps of such Person, calculated as of any date as if such agreement or arrangement were terminated as of such date, and (j) all indebtedness of the types referred to in clauses (a) through (i) above (A) of any partnership or unincorporated joint venture in which such Person is a general partner or joint venturer to the extent such Person is liable therefor or (B) secured by any Lien on any property or asset owned or held by such Person regardless of whether or not the indebtedness secured thereby shall

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have been incurred or assumed by such Person or is nonrecourse to the credit of such Person, the amount thereof being equal to the value of the property or assets subject to such Lien; provided that Debt shall not include (i) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business, (ii) unsecured current liabilities incurred in the ordinary course of business and paid within 90 days after the due date (unless contested diligently in good faith by appropriate proceedings and, if requested by the Administrative Agent, reserved against in conformity with GAAP) other than liabilities that are for money borrowed or are evidenced by bonds, debentures, notes or other similar instruments (except as described in clause (i) above) or (iii) obligations with respect to Primary Policies and Reinsurance Agreements and obligations related or incidental thereto (other than obligations in respect of letters of credit) which are entered into in the ordinary course of business.

“Defaulting Lender” means any Lender, as determined in good faith by the Administrative Agent, that (i) has refused to fund, or otherwise defaulted in the funding of, its Percentage of any Borrowing, any LC Advance or LC Borrowing required to be funded by it hereunder, (ii) has notified IPC Holdings, the Administrative Agent, the Fronting Bank or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or generally under other agreements in which it commits to extend credit, (iii) has failed, within three Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund its Percentage of any Borrowing, any LC Advance or LC Borrowing required to be funded by it hereunder, (iv) has failed to pay to the Administrative Agent, Fronting Bank or any Lender when due an amount owed by such Lender pursuant to the terms of this Agreement, unless such amount is subject to a good faith dispute, or (v) (a) has become or is insolvent or has a parent company that has become or is insolvent or (b) has become the subject of a proceeding under any applicable bankruptcy, insolvency or similar law of any jurisdiction now or hereafter in effect, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a proceeding under any applicable bankruptcy, insolvency or similar law of any jurisdiction now or hereafter in effect, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.

“Eligible Investments” means Cash, Cash Equivalents, MBS Investments, Corporate/Municipal Securities, Government Debt and G7 Securities which (a) have the required rating as set forth on Schedule 1.2, (b) are capable of being marked to market on a daily basis and (c) are held in the Custody Account.

“Material Adverse Effect” means a material adverse effect upon (i) the business, assets, properties, results of operations or condition (financial or otherwise) of IPC Holdings and its Subsidiaries, taken as a whole, (ii) the ability of any Credit Party to

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perform its payment or other material obligations under this Agreement or any of the other Credit Documents or (iii) the legality, validity or enforceability of this Agreement or any of the other Credit Documents against any Credit Party thereto or the rights and remedies of the Administrative Agent and the Lenders hereunder and thereunder.

“Material Insurance Subsidiary” means each Insurance Subsidiary that is a Material Subsidiary.

“Material Party” means each of IPC Holdings and each Material Subsidiary.

“Parent” means (a) prior to the Amalgamation Date, Max Capital Group Ltd. and (b) on and after the Amalgamation Date, Max Holdings.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by IPC Holdings or any of its Subsidiaries or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

2.3 Amendments to Section 1.1 Consisting of Deleting Definitions. The following definitions in Section 1.1 of the Credit Agreement are hereby deleted: ABS, Capital Lease, Capital Stock, Contingent Liabilities, Hedging Obligations, Imagine UK, Investment, Parent Debt, Parent Debt to Capital Ratio, Parent Debt Rating, and Plan.

2.4 Amendment to Section 4.3 (Employee Benefit Plans. Section 4.3 of the Credit Agreement is amended in its entirety to read as follows:

“SECTION 4.3 ERISA. Each Plan is in compliance with the applicable provisions of ERISA except where the failure to comply would not have a Material Adverse Effect. No Credit Party (a) maintains or administers any “employee pension benefit plan” within the meaning of Section 3(2) of ERISA that is subject to the provisions of Title IV of ERISA; (b) maintains or administers any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA to which IPC Holdings or any ERISA Affiliate makes, is making or is obligated to make contributions or has made or been obligated to make contributions; or (c) has any liability with respect to any matter specified in the foregoing clauses (a) and (b).”

2.5 Amendment to Section 4.12 (Financial Condition). Section 4.12 of the Credit Agreement is hereby amended by adding the following:

“The Pro Forma Financial Statements reflect adjustments made on a pro forma basis to give effect to the consummation of the Amalgamation in accordance with Regulation S-X of the Securities Act of 1933. The Pro Forma Financial Statements have been prepared based on stated assumptions made in good faith and having a reasonable basis set forth therein, present fairly in all material respects the consolidated financial condition of IPC Holdings and its Subsidiaries on an unaudited pro forma basis as of the date set forth therein after giving effect to the consummation of the Amalgamation.”

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2.6 Amendments to Section 8.2 Conditions to Credit Extensions. Section 8.2 of the Credit Agreement is hereby amended by (i) amending Section 8.2(b) in its entirety to read as follows:

“(b) No Default. No Default or Event of Default shall have occurred and be continuing or will result from the making of the Credit Extensions and no Default or Event of Default shall have occurred and be continuing under the Credit Documents or the IPC/Wachovia Credit Agreement or will result from the making of the Credit Extensions.”

(ii) adding a new clause (g) thereof as follows:

“(g) Financial Strength Rating. With respect to the making of any Credit Extension under the Tranche B Commitments, the Administrative Agent shall have received satisfactory confirmation from A.M. Best Company that the current Financial Strength Rating of Max Bermuda and IPCRe Limited, individually or on a group basis, is “A-” or better.”

and (iii) replacing the final paragraph of Section 8.2 with the following paragraph:

“Each request for a Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 8.2(b), (c) and (d) and, in the case of a Credit Extension under the Tranche B Commitments, Section 8.2(g) have been satisfied on and as of the date of the applicable Credit Extension.”

2.7 Amendments to Covenants and Events of Default. Articles V, VI and VII of the Credit Agreement are hereby amended by substituting Annex A attached hereto therefor.

2.8 Amendments to Schedules. (a) Schedules 1.1 (Concentration Limits), 1.2 (Borrowing Base Calculation), and 2.1 (Commitments) are hereby amended by substituting Schedules 1.1, 1.2 and 2.1 attached hereto therefor and (b) Schedule 6.4 attached hereto is added as Schedule 6.4.

ARTICLE III

CONDITIONS OF EFFECTIVENESS

3.1 The limited consent set forth in Article I of this Amendment shall become effective as of the date (the “Consent Effective Date”) when, and only when, each of the following conditions precedent shall have been satisfied:

(a) The Administrative Agent shall have received fifteen counterparts of this Amendment executed and delivered by the Borrowers, the Administrative Agent and the Required Lenders.

(b) the representations and warranties of the Borrowers contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects as of the

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Consent Effective Date, with the same effect as though made on such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

(c) An amendment to the IPC/Wachovia Credit Agreement in substantially the same form as this Amendment has been executed and delivered by IPC Holdings, IPCRe Limited, the Administrative Agent and the Required Lenders (as defined in the IPC/Wachovia Credit Agreement) and become effective (subject to Section 3.2(c) below).

(d) No Default or Event of Default has occurred and is continuing or will result from the execution and delivery or effectiveness of this Amendment or the Amalgamation Agreement.

(e) There has not occurred since December 31, 2007 any Material Adverse Effect.

3.2 The amendments set forth in Article II of this Amendment shall become effective as of the date (the “Amendment Effective Date”) when, and only when, each of the following conditions precedent shall have been satisfied:

(a) The Administrative Agent shall have received the following (in such number as the Administrative Agent may deem appropriate):

(i) A Guaranty in substantially the form of Exhibit A to this Amendment executed and delivered by each of IPC Holdings, Max Holdings, and, if required by the Administrative Agent in its sole discretion, Max Capital and Amalco Sub, pursuant to which such Person guarantees the Obligations of the Borrowers (or, in the case of Max Holdings, of Max Bermuda) under the Credit Agreement;

(ii) Legal opinions of counsel to the Credit Parties (including, without limitation, opinions of New York and Bermuda counsel) as may be reasonably requested by the Administrative Agent;

(iii) A certificate of an Executive Officer of each Borrower certifying that after giving effect to the amendments in Article II and filing of the Amalgamation Agreement:

(A) No Default or Event of Default has occurred and is continuing or will result from the execution and delivery or effectiveness of the amendments set forth herein or the Amalgamation;

(B) The representations and warranties of the Credit Parties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects as of the Amendment Effective Date, with the same effect as though made on such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date);

(C) There are no material insurance regulatory proceedings pending or, to the knowledge of such Executive Officer, threatened against IPC Holdings, Max Holdings or any Insurance Subsidiary in any jurisdiction; and

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(D) There has not occurred since December 31, 2008 any Material Adverse Effect;

(iv) A certificate of the secretary or an assistant secretary of each Credit Party (other than Max Holdings), in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) that attached thereto is a true and complete copy of the certificate of incorporation, memorandum of association (or another similar governing document) and all amendments thereto of such Credit Party, certified as of a recent date by the Registrar of Companies for the Bermuda Ministry of Finance, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the Bye-laws or similar governing document of such Credit Party, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, and (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Credit Party authorizing the execution, delivery and performance of the Credit Documents (and, if applicable, the Amalgamation Agreement) to which such Credit Party is or becomes a party, and as to the incumbency and genuineness of the signature of each officer of such Credit Party executing any such Credit Documents, and attaching all such copies of the documents described above;

(v) A certificate of the secretary or an assistant secretary of Max Holdings, in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) that attached thereto is a true and complete copy of the application for registration of an amalgamated company and resulting memorandum of association of Max Holdings and that the same has been presented for filing with the Registrar of Companies for the Bermuda Ministry of Finance, (ii) that attached thereto is a true and complete copy of the Bye-laws or similar governing document of Max Holdings then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, and (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of Max Holdings authorizing the execution, delivery of the Guaranty and the performance of the Guaranty, the Credit Agreement and the other Credit Documents to which it is a party, and as to the incumbency and genuineness of the signature of each officer of Max Holdings executing the Guaranty or any of the other Credit Documents, and attaching all such copies of the documents described above;

(vi) The Pro Forma Financial Statements and a Compliance Certificate executed by IPC Holdings calculated on a pro forma basis as of the date of the most recent year to date update of the Pro Forma Financial Statements provided after giving effect to the Amalgamation and this Amendment and certifying as to the IPC Holdings Debt Rating and updating the projections if there has been any material change from the projections delivered to the Lenders prior to the date of this Amendment;

(vii) A Borrowing Base Certificate executed by Max Bermuda calculated as of the close of business one Business Day prior to the Amendment Effective Date giving effect to the Amendments;

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(viii) The investment guidelines for IPC Holdings and its Subsidiaries which will be in effect on the Amalgamation Date;

(ix) Satisfactory confirmation from A.M. Best Company that the current Financial Strength Rating of Max Bermuda and IPCRe Limited, either individually or on a group basis, is “A-” (stable) or better; and

(x) True, complete and correct copies of the Amalgamation Agreement which shall be in full force and effect and shall not have been amended in a manner that is materially adverse to the Lenders since the Consent Effective Date except such amendments as have been approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) and the other documents required to be executed in connection with the Closing (as defined in the Amalgamation Agreement).

(b) All approvals, permits and consents of any Governmental Authorities (including, without limitation, all relevant Insurance Regulatory Authorities) in each jurisdiction where any of IPC Holdings, Amalco Sub, Max Capital, Max Bermuda, or IPCRe Limited underwrite or engage in material business or of other Persons (the failure of which to obtain would reasonably likely be materially detrimental to the Credit Parties or the Lenders), if any, required in connection with the execution and delivery of the Amalgamation Agreement, this Amendment (including the effectiveness of the amendments herein) and the other Credit Documents and the consummation of the transactions contemplated hereby and thereby shall have been obtained (without the imposition of restrictions or conditions that are materially adverse to the Administrative Agent, the Fronting Bank or the Lenders with respect to the transactions contemplated hereby), and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Administrative Agent shall have received such copies thereof as it shall have reasonably requested; all applicable waiting periods shall have expired or terminated, and no order, injunction or decree shall have been entered by, any Governmental Authority, in each case to enjoin, restrain, restrict, set aside or prohibit, or impose materially adverse conditions upon, the Amalgamation, this Amendment or any of the other Credit Documents or the consummation of the transactions contemplated hereby or thereby.

(c) All conditions precedent to the Closing (as defined in the Amalgamation Agreement) shall have been satisfied or otherwise waived (with the approval of the Administrative Agent), all necessary filings in connection therewith shall have been made, and the Amendment Effective Date will be the same as the Amalgamation Date.

(d) The “Amendment Effective Date” under the IPC/Wachovia Credit Agreement will occur concurrently with the Amendment Effective Date hereunder and either (x) no amendments to other credit facilities of IPC Holdings and its Subsidiaries or Max Capital and its Subsidiaries, as applicable, shall be necessary in connection with the consummation of the Amalgamation or (y) if any such amendments are required, such amendments are, or concurrently with the Amendment Effective Date will become, effective.

(e) The Credit Parties shall have provided the Administrative Agent and the Lenders with all necessary information, documents and certificates as the Administrative Agent and the Lenders may reasonably request in order to comply with the Patriot Act and related “Know Your Customer” rules and regulations.

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(f) There has not occurred since December 31, 2008 any Material Adverse Effect.

(g) The representations and warranties of the Credit Parties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects as of the Amendment Effective Date, with the same effect as though made on such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

(h) No Default or Event of Default has occurred and is continuing or will result from the effectiveness of the Amendments in Article II hereof or the Amalgamation Agreement.

(i) All fees and reasonable expenses of the Administrative Agent (including, without limitation, legal fees and expenses invoiced prior to such date) in connection with the Amendment Effective Date shall have been paid.

(j) A letter from the process agent agreeing to the service of process terms of each Guaranty or other Credit Document requiring the same.

(k) Such other documents, certificates, opinions and instruments in connection with the transactions contemplated hereby as the Administrative Agent shall have reasonably requested.

ARTICLE IV

CONFIRMATION OF REPRESENTATIONS AND WARRANTIES

Each Credit Party hereby represents and warrants, on and as of the Consent Effective Date and the Amendment Effective Date, that (i) the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the Consent Effective Date and the Amendment Effective Date, both immediately before and after giving effect to this Amendment (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date), (ii) this Amendment has been duly authorized, executed and delivered by such Credit Party and constitutes the legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, (iii) no Default or Event of Default shall have occurred and be continuing on the Consent Effective Date and the Amendment Effective Date, both immediately before and after giving effect to this Amendment, (iv) the Credit Parties have heretofore furnished to the Administrative Agent true and complete copies of the Amalgamation Agreement (including all exhibits and schedules) and all amendments, modifications and waivers relating thereto (collectively, the “Amalgamation Documents”) and (v) as of the Amendment Effective Date, none of the Amalgamation Documents has been amended, modified or supplemented, nor any condition or provision thereof waived, in each case in a manner materially adverse to the Lenders other than as approved by the Administrative Agent, and each such Amalgamation Document is in full force and effect.

15

ARTICLE V

ACKNOWLEDGEMENT AND CONFIRMATION OF THE CREDIT PARTIES

Each of the Credit Parties hereby confirms and agrees that, after giving effect to this Amendment, the Credit Agreement and the other Credit Documents remain in full force and effect and enforceable against the Credit Parties in accordance with their respective terms and shall not be discharged, diminished, limited or otherwise affected in any respect, and represents and warrants to the Lenders that it has no knowledge of any claims, counterclaims, offsets, or defenses to or with respect to its obligations under the Credit Documents, or if such Credit Party has any such claims, counterclaims, offsets, or defenses to the Credit Documents or any transaction related to the Credit Documents, the same are hereby waived, relinquished, and released in consideration of the execution of this Amendment. This acknowledgement and confirmation by the Credit Parties is made and delivered to induce the Administrative Agent and the Lenders to enter into this Amendment, and each of the Credit Parties acknowledges that the Administrative Agent and the Lenders would not enter into this Amendment in the absence of the acknowledgement and confirmation contained herein.

ARTICLE VI

MISCELLANEOUS

6.1 Governing Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.

6.2 Full Force and Effect. Except as expressly amended hereby, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof on the date hereof. As used in the Credit Agreement, “hereinafter,” “hereto,” “hereof,” and words of similar import shall, unless the context otherwise requires, mean the Credit Agreement after amendment by this Amendment. Any reference to the Credit Agreement or any of the other Credit Documents herein or in any such documents shall refer to the Credit Agreement and Credit Documents as amended hereby. This Amendment is limited as specified and shall not constitute or be deemed to constitute an amendment, modification or waiver of any provision of the Credit Agreement except as expressly set forth herein. This Amendment shall constitute a Credit Document under the terms of the Credit Agreement.

6.3 Expenses. All reasonable fees and expenses of counsel to the Administrative Agent, and all reasonable out-of-pocket costs and expenses of the Administrative Agent, in each case, in connection with the preparation, negotiation, execution and delivery of this Amendment and the other Credit Documents delivered in connection herewith shall have been paid.

6.4 Severability. To the extent any provision of this Amendment is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in any such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Amendment in any jurisdiction.

16

6.5 Successors and Assigns. This Amendment shall be binding upon, inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties hereto.

6.6 Construction. The headings of the various sections and subsections of this Amendment have been inserted for convenience only and shall not in any way affect the meaning or construction of any of the provisions hereof.

6.7 Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers as of the date first above written.

MAX CAPITAL GROUP LTD.

By:

Name:

Title:

MAX BERMUDA LTD.

By:

Name:

Title:

SIGNATURE PAGE TO

THIRD AMENDMENT AND LIMITED CONSENT

TO CREDIT AGREEMENT

BANK OF AMERICA, NATIONAL ASSOCIATION, as Administrative Agent, LC Administrator, Fronting Bank and as a Lender

By:

Name:

Title:

SIGNATURE PAGE TO

THIRD AMENDMENT AND LIMITED CONSENT

TO CREDIT AGREEMENT

CITIBANK, N.A.

By:

Title:

SIGNATURE PAGE TO

THIRD AMENDMENT AND LIMITED CONSENT

TO CREDIT AGREEMENT

ING BANK N.V., LONDON BRANCH

By:

Title:

By:

Title:

SIGNATURE PAGE TO

THIRD AMENDMENT AND LIMITED CONSENT

TO CREDIT AGREEMENT

WACHOVIA BANK, NATIONAL ASSOCIATION

By:

Title:

SIGNATURE PAGE TO

THIRD AMENDMENT AND LIMITED CONSENT

TO CREDIT AGREEMENT

THE BANK OF NEW YORK MELLON

By:

Title:

SIGNATURE PAGE TO

THIRD AMENDMENT AND LIMITED CONSENT

TO CREDIT AGREEMENT

WEBSTER BANK, NATIONAL ASSOCIATION

By:

Title:

SIGNATURE PAGE TO

THIRD AMENDMENT AND LIMITED CONSENT

TO CREDIT AGREEMENT

CREDIT SUISSE, NEW YORK BRANCH

By:

Title:

By:

Title:

SIGNATURE PAGE TO

THIRD AMENDMENT AND LIMITED CONSENT

TO CREDIT AGREEMENT

EXECUTION VERSION

Annex A

ARTICLE V

AFFIRMATIVE COVENANTS

Until the LC Obligations and all other Obligations are paid in full, and until the Final Expiry Date, each Credit Party agrees that, unless at any time the Required Lenders shall otherwise expressly consent in writing, it will:

SECTION 5.1 Reports, Certificates and Other Information. Furnish or cause to be furnished to the Administrative Agent for distribution to the Lenders:

(a) GAAP Financial Statements:

(i) 45 days (or, if earlier and if applicable to IPC Holdings, the fifth Business Day following the quarterly report deadline under the Exchange Act rules and regulations) after the close of each of the first three Fiscal Quarters of each Fiscal Year, beginning with the first Fiscal Quarter ending after the Amalgamation Date, (A) the unaudited consolidated balance sheets of Max Bermuda and its Subsidiaries, as of the close of such quarter and the related statements of income and cash flows for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to the absence of notes required by GAAP and subject to normal year-end adjustments) and accompanied by the certification of an Executive Officer of Max Bermuda that all such financial statements are complete and correct and present fairly, in all material respects, in accordance with GAAP (subject to the absence of notes required by GAAP and subject to normal year-end adjustments) the consolidated results of operations and cash flows of Max Bermuda and its Subsidiaries as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended and (B) the unaudited consolidated balance sheets of IPC Holdings and its Subsidiaries, as of the close of such quarter and the related statements of income and cash flows for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to the absence of notes required by GAAP and subject to normal year-end adjustments) and accompanied by the certification of an Executive Officer of IPC Holdings that all such financial statements are complete and correct and present fairly, in all material respects, in accordance with GAAP (subject to the absence of notes required by GAAP and subject to normal year-end adjustments) the consolidated results of operations and cash flows of IPC Holdings and its Subsidiaries as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended in each case applied on a basis consistent with that of the preceding quarter or containing disclosure of the effect on the financial condition or results of operations of any change in the application of accounting principles and practices during such quarter.

(ii) Within 90 days (or, if earlier and if applicable to IPC Holdings, the fifth Business Day following the annual report deadline under the Exchange Act rules and regulations) after the close of each Fiscal Year beginning with Fiscal Year ending

ANNEX A-1

December 31, 2009, (A) the unaudited consolidated financial statements of Max Bermuda and its Subsidiaries consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which financial statements shall be prepared in accordance with GAAP (subject to the absence of notes required by GAAP), and accompanied by the certification of an Executive Officer of Max Bermuda that all such financial statements are complete and correct and present fairly, in all material respects, in accordance with GAAP (subject to the absence of notes required by GAAP) the consolidated results of operations and cash flows of Max Bermuda and its Subsidiaries as at the end of such Fiscal Year and for the period then ended and (B) the annual audited financial statements of IPC Holdings and its Subsidiaries consisting of consolidated and consolidating balance sheets and consolidated and consolidating statements of income and retained earnings and cash flows setting forth in comparative form in each case the figures for the previous Fiscal Year, which financial statements shall be prepared in accordance with GAAP, certified without material qualification by KPMG or any other firm of independent certified public accountants of recognized national standing selected by IPC Holdings and reasonably acceptable to the Required Lenders that all such financial statements are complete and correct and present fairly, in all material respects, in accordance with GAAP the financial position and the results of operations and cash flows of IPC Holdings as at the end of such year and for the period then ended.

(b) SAP Financial Statements. As soon as available and in any event within five Business Days after the required filing date, the Annual Statement (and, if filed, the quarterly SAP statement) of each Material Insurance Subsidiary as of the end of each Fiscal Year beginning with the Fiscal Year ending December 31, 2008 (or, with respect to any quarterly SAP statement which is filed, beginning with the Fiscal Quarter ended June 30, 2009) required to be delivered to the applicable Insurance Regulatory Authority by such Material Insurance Subsidiary.

(c) Monthly Report and Borrowing Base Certificate. As soon as available, but in any event within 10 Business Days after the end of each calendar month of each Fiscal Year, (i) a report listing each of Max Bermuda’s Eligible Investments and (ii) a Borrowing Base Certificate executed by an Executive Officer. For purposes of such report and of completing the Borrowing Base Certificate required under this Section 5.1(c), each Eligible Investment shall be valued based on its Fair Market Value as at the last Business Day of the calendar month for which such report or Borrowing Base Certificate is being delivered.

(d) SEC Filings, etc. Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of IPC Holdings or any of its Material Subsidiaries, except any stockholder reports prepared internally for Subsidiaries (and not for the use of or distribution to third parties), (other than notices given pursuant to the management rights letter agreements between IPC Holdings and certain shareholders), and copies of all annual, regular, periodic and special reports and registration statements which IPC Holdings or any of its Material Subsidiaries may file or be required to file with the SEC under Section 13 or 15 of the Exchange Act, and not otherwise required to be delivered to the Administrative Agent pursuant hereto.

ANNEX A-2

(e) Additional Borrowing Base Certificates. Promptly, at the request of the Administrative Agent, a Borrowing Base Certificate for any given Business Day executed by an Executive Officer of Max Bermuda.

(f) Notice of Default, etc. Promptly after (and in any event within three Business Days after) an Executive Officer of IPC Holdings or any other Credit Party knows or has reason to know of the existence of any Default, Event of Default, or any development or other information which would have a Material Adverse Effect, telephonic or telegraphic notice specifying the nature of such Default, Event of Default, or development or information, including the anticipated effect thereof, the period of existence thereof and the action IPC Holdings or such other Credit Party has taken and proposes to take with respect thereto which notice shall be promptly confirmed in writing within two (2) Business Days.

(g) Other Information. Promptly after (and in any event within five Business Days after) receipt of, filing of, or any Executive Officer of IPC Holdings or any other Credit Party obtaining knowledge of, to the extent permitted under applicable law and by the applicable Governmental Authorities:

(i) Copies of any financial examination reports by a Governmental Authority with respect to any Material Insurance Subsidiary relating to the insurance business of such Material Insurance Subsidiary (when, and if, prepared); provided, the Credit Parties shall only be required to deliver any interim report hereunder at such time as such Credit Party has knowledge that a final report will not be issued and delivered to the Administrative Agent within 90 days of any such interim report.

(ii) Copies of all filings (other than nonmaterial filings) with Governmental Authorities by any Material Insurance Subsidiary, including, without limitation, filings which seek approval of Governmental Authorities with respect to transactions between any Credit Party or any Material Insurance Subsidiary and its Affiliates.

(iii) Notice of proposed or actual suspension, termination or revocation of any material license of any Material Insurance Subsidiary by any Governmental Authority or of receipt of notice from any Governmental Authority notifying IPC Holdings, Max Holdings or any Material Insurance Subsidiary of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits IPC Holdings, Max Holdings or any Material Insurance Subsidiary to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of IPC Holdings, Max Holdings or any Material Insurance Subsidiary to conduct its business.

(iv) Notice of any pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews) by any Governmental Authority concerning the business, practices or operations of IPC Holdings, Max Holdings or any Material Insurance Subsidiary.

(v) Notice of any actual or, to the knowledge of any Credit Party proposed material changes in the Insurance Code governing the investment or dividend practices of any Material Insurance Subsidiary that could reasonably be expected to adversely affect any Material Insurance Subsidiary in any material respect.

ANNEX A-3

(vi) Notice of any material change in accounting policies or financial reporting practices by IPC Holdings or any other Material Party, except as may be required or permitted by GAAP or SAP, as applicable.

(vii) The occurrence of any decrease or increase in (w) IPC Holdings Debt Rating, (y) the rating given by either S&P or Moody’s with respect to Max Bermuda’s or IPCRe Limited’s claims paying ability or Financial Strength Rating or (z) the Financial Strength Rating given to Max Bermuda or IPCRe Limited by A.M. Best Company.

(viii) Any material contribution that is required to be made with respect to a Foreign Pension Plan has not been timely made, or that IPC Holdings or any Subsidiary of IPC Holdings may incur any material liability pursuant to any Foreign Pension Plan.

(h) Compliance Certificates. Concurrently with the delivery to the Administrative Agent of the GAAP financial statements under Sections 5.1(a)(i) and 5.1(a)(ii) for each Fiscal Quarter and Fiscal Year of IPC Holdings, and at any other time no later than 10 Business Days following a written request of the Administrative Agent, a duly completed Compliance Certificate, signed by the chief executive officer, chief financial officer, chief risk officer or chief operating officer of IPC Holdings, together with a copy of the most recent investment guidelines approved by the board of directors (or a committee thereof) of IPC Holdings.

(i) Notice of Litigation, etc. Promptly upon learning of the occurrence of any of the following, written notice thereof, describing the same and the steps being taken by IPC Holdings or other Credit Party with respect thereto: (i) the institution of, or any adverse determination in, any litigation, arbitration proceeding or governmental proceeding which could, if adversely determined, be reasonably expected to have a Material Adverse Effect and which is not Ordinary Course Litigation, (ii) the institution of, or any adverse determination in, any litigation or arbitration proceeding with respect to a Reinsurance Agreement or Primary Policy issued by an Insurance Subsidiary involving unreserved claims in excess of 10% of Consolidated Net Worth, (iii) the commencement of any dispute which could reasonably be expected to lead to the modification, transfer, revocation, suspension or termination of this Agreement or any Credit Document or (iv) any event which could be reasonably expected to have a Material Adverse Effect.

(j) Other Information. From time to time such other information concerning IPC Holdings and its Subsidiaries as the Administrative Agent or any Lender through the Administrative Agent may reasonably request.

Documents required to be delivered pursuant to Section 5.1(a)(i) or (ii) or Section 5.1(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrowers or IPC Holdings post such documents, or provide a link thereto on the such Borrower’s or IPC Holdings’ respective website on the Internet at the respective website address listed on Schedule 10.2; or (ii) on which such documents are posted on the

ANNEX A-4

Borrowers’ or IPC Holdings’ behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrowers or IPC Holdings shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrowers or IPC Holdings to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrowers or IPC Holdings shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance IPC Holidngs shall be required to provide paper copies of the Compliance Certificates required by Section 5.1(h) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrowers or IPC Holdings with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Borrowers and IPC Holdings hereby acknowledge that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the Fronting Bank materials and/or information provided by or on behalf of the Borrowers or IPC Holdings hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to either Borrower or its securities) (each, a “Public Lender”). The Borrowers and IPC Holdings hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers and IPC Holdings shall be deemed to have authorized the Administrative Agent, the Arranger, the Fronting Bank and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to either Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.9); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

SECTION 5.2 Corporate Existence, Foreign Qualification; Permits. Do and cause to be done at all times all things necessary to (a) maintain and preserve in full force and effect the legal existence of IPC Holdings and each of its Material Subsidiaries except as expressly permitted otherwise by Section 6.1, (b) obtain, maintain and preserve in full force and effect all other rights, franchises, licenses, permits, certifications, approvals and authorizations required by Governmental Authorities for each of IPC Holdings and each of its Material Subsidiaries and necessary to the ownership, occupation or use of its respective properties or the conduct of its business, except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect, and (c) continue to conduct and operate its businesses substantially as presently conducted and operated on the Amalgamation Date.

ANNEX A-5

SECTION 5.3 Books, Records and Inspections. (a) Maintain, and cause its Subsidiaries to maintain materially complete and accurate books and records in accordance with GAAP or SAP, as applicable, (b) permit access at reasonable times by the Administrative Agent and its designated representatives to its books and records, (c) permit the Administrative Agent or its designated representative to inspect at reasonable times its properties and operations, and (d) permit the Administrative Agent or its designated representatives to discuss its business, operations and financial condition with its officers and its independent accountants (and by this provision IPC Holdings authorizes such accountants to discuss the finances and affairs of IPC Holdings and its Subsidiaries). Following the occurrence and during the continuance of an Event of Default, any of the Lenders and any of the Administrative Agent’s or any of the Lenders’ employees, agents, consultants or attorneys, may accompany the Administrative Agent on such visits, inspections or discussions.

SECTION 5.4 Insurance. Maintain with financially sound and reputable insurance companies insurance with respect to its assets, properties and business, against such hazards and liabilities, of such types and in such amounts, as is required by law.

SECTION 5.5 Taxes and Liabilities. Pay, and cause each Subsidiary to pay, when due all material taxes, assessments and other material liabilities except as contested in good faith and by appropriate proceedings with respect to which reserves have been established, and are being maintained, in accordance with GAAP if and so long as such contest could not reasonably be expected to have a Material Adverse Effect.

SECTION 5.6 Compliance with Laws and Contractual Obligations. Comply, and cause each Subsidiary to comply (a) with all federal and local laws, rules and regulations related to its businesses (including, without limitation, the establishment of all insurance reserves required to be established under SAP and applicable laws restricting the investments of Insurance Subsidiaries), and (b) with all Contractual Obligations binding upon it, except in each case, where failure to so comply would not in the aggregate have a Material Adverse Effect.

SECTION 5.7 Use of Credit Extensions. Request Letters of Credit only to support obligations of Max Bermuda or any of its Insurance Subsidiaries under Reinsurance Agreements and Primary Policies and regulatory purposes and use Loan proceeds only for general corporate purposes of the Borrowers.

SECTION 5.8 Further Assurances. Each Credit Party will, and will cause each of their respective Material Subsidiaries to, make, execute, endorse, acknowledge and deliver any amendments, modifications or supplements hereto and restatements hereof and any other agreements, instruments or documents, and take any and all such other reasonable actions, as may from time to time be reasonably requested by the Administrative Agent or the Required Lenders to perfect and maintain the validity and priority of the Liens granted pursuant to the Security Agreement and to effect, confirm or further assure or protect and preserve the interests, rights and remedies of the Administrative Agent and the Lenders under this Agreement and the other Credit Documents.

ANNEX A-6

SECTION 5.9 Dividends. Take all action (to the maximum extent permitted by applicable law) necessary to cause its Subsidiaries to make such dividends, distributions or other payments to it as shall be necessary for the Borrowers to make payments of the principal of and interest on its Loans and its LC Obligations in accordance with the terms of this Agreement. In the event the approval of any Governmental Authority or other Person is required in order for any such Subsidiary to make any such dividends, distributions or other payments to such Credit Party, or for such Credit Party to make any such payments, such Credit Party will promptly exercise its reasonable best efforts and take all reasonable actions permitted by law necessary to obtain such approval.

SECTION 5.10 OFAC; PATRIOT Act Compliance. In each case only if and to the extent that it is subject to OFAC will, and will cause each of its Subsidiaries that it is so subject to, (i) refrain from doing business in a Sanctioned Country or with a Sanctioned Person in violation of the economic sanctions of the United States administered by OFAC, and (ii) provide, to the extent commercially reasonable, such information and take such actions as are reasonably requested by the Administrative Agent or any Lender in order to assist the Administrative Agent and the Lenders in maintaining compliance with the PATRIOT Act.

SECTION 5.11 Collateral. (a) Pursuant to the Security Agreement and as collateral security for the payment and performance of its Tranche A Obligations, Max Bermuda shall grant and convey, or cause to be granted and conveyed, to the Administrative Agent for its benefit and the benefit of the Tranche A Lenders, a Lien and security interest in, to and upon the Collateral, prior and superior to all other Liens. Max Bermuda shall cause the Collateral to be charged or pledged and be made subject to the Security Agreement (in form and substance reasonably acceptable to the Administrative Agent) necessary for the perfection of the Lien and security interest in, to and upon the Collateral and for the exercise by the Administrative Agent and the Tranche B Lenders of their rights and remedies hereunder and thereunder.

(b) Subject to Section 5.11(e), Max Bermuda shall at all times cause its respective Borrowing Base to equal or exceed the sum of the aggregate principal amount of the Tranche B Obligations at such time; provided, however, no Default or Event of Default shall occur under this Section 5.11(b) unless such deficiency exists for a period of 5 Business Days.

(c) Upon request of the Administrative Agent, Max Bermuda shall use all commercially reasonable efforts to cause the Securities Intermediary to provide to the Administrative Agent, in a manner consistent with the terms of the Control Agreement information with respect to each Custody Account, in a format to be agreed by the Administrative Agent (acting reasonably), which information shall provide, without limitation, a detailed list of the assets in each of the Custody Accounts, (including the amount of cash and a detailed description of the Eligible Investment (including a breakdown listing the name of each issuer, and the number held by such issuer)), the market value of those assets and the pricing source of such valuation.

(d) Notwithstanding the provisions of Section 3 of the Control Agreement entered into on the Effective Date, without the prior written consent of the Administrative Agent, Max Bermuda shall not give directions or entitlement orders to The Bank of New York Mellon N.A. (or another Securities Intermediary party to a Control Agreement with respect to a Custody

ANNEX A-7

Account) to make a delivery to Max Bermuda or any other Person of assets or properties (other than dividends and interest on the Eligible Investments) from the Custody Account except in connection with the sale of an Eligible Investment the proceeds of which will be deposited into the Custody Account.

(e) The Administrative Agent, on behalf of the Lenders, agrees that provided (i) no Event of Default exists and is continuing and (ii) after giving effect to the proposed delivery, the Tranche A Borrowing Base is equal to or in excess of the Tranche A Obligations, as the case may be, the Administrative Agent shall consent to any such delivery within one Business Day of the request.

ARTICLE VI

NEGATIVE COVENANTS

Until the LC Obligations and all other Obligations are paid in full, and until the Final Expiry Date, each Credit Party agrees that, unless at any time the Required Lenders shall otherwise expressly consent in writing, it will:

Section 6.1 Mergers, Consolidations and Sales. Not, and not permit any Subsidiary to, (a) merge, amalgamate or consolidate, provided that (i) Max Holdings may merge, amalgamate or consolidate with IPC Holdings so long as (y) the Administrative Agent shall have received such documents, certificates and opinions in connection with such merger, amalgamation or consolidation affirming the effectiveness of the Credit Agreement and the other Credit Documents and the liability of the merged, amalgamated or consolidated company for the obligations of each of IPC Holdings and Max Holdings hereunder and thereunder as it shall have reasonably requested and (z) immediately before and after giving effect thereto, no Default or Event of Default would occur or exist, (ii) any Wholly Owned Subsidiary (other than Max Holdings) may merge, amalgamate or consolidate with another Wholly Owned Subsidiary so long as (w) if structured as a merger and a Credit Party is a party thereto, such Credit Party is the surviving entity, (x) the Administrative Agent shall be satisfied with the corporate and capital structure and management of IPC Holdings and its Subsidiaries after giving effect to such merger, amalgamation or consolidation, (y) the Administrative Agent shall have received such documents, certificates and opinions in connection with such merger, amalgamation or consolidation affirming the effectiveness of the Credit Agreement and the other Credit Documents and the liability of the Credit Parties for the Obligations as it shall have reasonably requested and (z) immediately before and after giving effect thereto, no Default or Event of Default would occur or exist; and (iii) any Subsidiary (other than a Credit Party) may merge, amalgamate or consolidate with one or more other Subsidiaries (other than a Credit Party), provided that, if either such Subsidiary is a Wholly-Owned Subsidiary, the surviving Person shall, after giving effect to such merger, amalgamation or consolidation, be a Wholly-Owned Subsidiary; (b) make any Acquisition, provided that IPC Holdings or any of its Subsidiaries may make any Acquisition so long as (A) no Default or Event of Default has occurred and is continuing or would result from such Acquisition, (B) prior to the closing of such Acquisition, IPC Holdings shall provide the Lenders with a pro forma Compliance Certificate giving effect to such Acquisition, (C) the Administrative Agent shall be satisfied with the corporate and capital structure and management of IPC Holdings and its Subsidiaries after giving effect to such

ANNEX A-8

Acquisition and (D) the aggregate consideration to be paid by IPC Holdings or such Subsidiary in connection therewith shall not exceed $250,000,000, and together with the aggregate consideration paid by IPC Holdings and its Subsidiaries in connection with each other Acquisition permitted by this Section 6.1 after the Amalgamation Date shall not exceed $500,000,000; or (c) sell, transfer, convey or lease all or any portion of its assets, other than (i) any sale, transfer, conveyance or lease in the ordinary course of business, (ii) any sale or assignment of receivables, (iii) any sale, transfer, conveyance or lease not in the ordinary course of business provided the aggregate fair market value of all such sales, transfers, conveyances or leases after the Amalgamation Date does not exceed $100,000,000, (iv) any sale, transfer, conveyance or lease by any Subsidiary of a Credit Party to such Credit Party or to a Wholly Owned Subsidiary of such Credit Party and any sale, transfer, conveyance or lease by Max Bermuda to IPCRe Limited or by IPCRe Limited to Max Bermuda, and (v) Total Return Equity Swaps permitted under Section 6.2(b)(v). Notwithstanding the foregoing, (w) Max US Holdings may merge or consolidate with, purchase or otherwise acquire assets from and transfer assets to, any of its Subsidiaries; (x) any Subsidiary of Max US Holdings may merge or consolidate with, purchase or otherwise acquire assets from and transfer assets to, Max US Holdings or any other Subsidiary of Max US Holdings; (y) Max UK may merge or consolidate with, purchase or otherwise acquire assets from and transfer assets to, any of its Subsidiaries; and (z) any Subsidiary of Max UK may merge or consolidate with, purchase or otherwise acquire assets from, and transfer assets to Max UK or any other Subsidiary of Max UK.

Section 6.2 Debt.

(a) Not permit IPC Holdings or Max Holdings to create, incur, assume or permit to exist any Debt, or agree, become or remain liable (contingent or otherwise) to do any of the foregoing, except for (i) the Obligations; (ii) Debt in connection with letters of credit; and (iii) other Debt which is either incurred in connection with any Lien permitted under Section 6.3 or pari passu in right of payment with, or subordinated in right of payment to, the Obligations, so long as upon the incurrence thereof no Default or Event of Default would occur or exist.

(b) Not permit any Subsidiary (excluding Max Holdings) to, create, incur, assume or permit to exist any Debt, or agree, become or remain liable (contingent or otherwise) to do any of the foregoing, except for (i) the Obligations; (ii) Debt for standby letters of credit which have been, or may be from time to time in the future, issued to insurance or reinsurance cedants in the ordinary course of business; (iii) Debt in connection with Hedge Agreements entered into in the ordinary course of business in order to hedge currency, commodity or interest rate risks, and not for purposes of speculation; (iv) Debt which is incurred in connection with any Lien permitted under Section 6.3(n); (v) Debt in connection with Total Return Equity Swaps, provided the total aggregate amount outstanding at any time does not exceed an amount equal to 10% of the Investment Portfolio of Max Bermuda; (vi) Debt in connection with Permitted Guarantees; (vii) unsecured Debt of Max US Holdings and its Subsidiaries not to exceed $150,000,000; (viii) Debt of Max UK for standby letters of credit which have been, or may be from time to time in the future be, issued to provide funds at Lloyd’s to support Lloyd’s syndicate commitments of Max UK and its Subsidiaries; (ix) Debt of Subsidiaries of IPC Holdings owing to IPC Holdings or to other Subsidiaries of IPC Holdings, provided that if such Debt is owed by a Credit Party, such Debt must be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent; and (x) unsecured Debt not otherwise permitted by this Section 6.2 not to

ANNEX A-9

exceed at any time $75,000,000 in aggregate principal amount outstanding, provided that (x) such Debt does not contain any measures of financial performance (however expressed and whether stated as a covenant, as a ratio, as a fixed threshold, as an event of default, as a mandatory prepayment provision, or otherwise) which, taken as a whole, are more restrictive than those measures of financial performance contained in this Agreement and (y) upon the incurrence thereof no Default or Event of Default would occur or exist.

Section 6.3 Liens. Not create or permit to exist, nor allow any of its Subsidiaries to create or permit to exist, any Lien upon or with respect to any part of its property or assets, whether now owned or hereafter acquired, except for: (a) Liens for current taxes, assessments and governmental charges not delinquent or for taxes, assessments and governmental charge being contested in good faith and by appropriate proceedings and with respect to which adequate reserves have been established, and are being maintained, in accordance with GAAP or SAP, as appropriate, (b) zoning restrictions, easements, party wall agreements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material and adverse respect with the ordinary course of the business of such Person; (c) Liens, pledges or deposits incurred in connection with workers’ compensation, unemployment insurance, old-age pensions, retirement benefits laws or similar legislation or other forms of governmental insurance or benefits, Liens, pledges or deposits to secure public or statutory obligations and Liens, pledges or deposits pursuant to letters of credit or other security arrangements in connection with such insurance or benefits, (d) mechanics’, workers’, materialmen’s, custodian’s, landlord liens and other like Liens arising in the ordinary course of business in respect of obligations which are not delinquent for a period of not more than 60 days or which are being contested in good faith and by appropriate proceedings and with respect to which adequate reserves have been established, and are being maintained, in accordance with GAAP or SAP, as appropriate, (e) lease deposits, (f) Liens arising by virtue of any statutory or common law provision relating to bankers’ liens, rights of set-off or other similar rights or remedies existing solely with respect to cash and Cash Equivalents on deposit pursuant to standard banking arrangements to the extent not prohibited by the terms of any Credit Document, (g) Liens listed on Schedule 6.3 in effect on the Effective Date; (h) Liens on Cash, Cash Equivalents and marketable securities (other than Collateral) pursuant to trusts or other security arrangements in connection with Reinsurance Agreements or Primary Policies and Liens securing Debt permitted under Section 6.2(b)(ii); (i) Liens in connection with Debt permitted under Section 6.2(b)(v); (j) Liens in connection with Debt permitted under Section 6.2(b)(viii); (k) Liens securing reverse repurchase agreements and securities lending transactions in the ordinary course of business for liquidity purposes and in no event for a period exceeding 90 days in each case, (i) attachments, judgments and other similar Liens for sums not exceeding $35,000,000 (excluding any portion thereof which is covered by insurance so long as the insurer is reasonably likely to be able to pay and has accepted a tender of defense and indemnification without reservation of rights); (l) attachments, judgments and other similar Liens for sums of $35,000,000 or more (excluding any portion thereof which is covered by insurance so long as the insurer is reasonably likely to be able to pay and has accepted a tender of defense and indemnification without reservation of rights) provided the execution or other enforcement of such Liens is effectively stayed and claims secured thereby are being actively contested in good faith and by appropriate proceedings and have been bonded off (m) Liens in favor of the Administrative Agent for the benefit of the Lenders; and (n) Liens in connection with Purchase Money Liens, any interest or title of a lessor in assets subject to any capital lease or operating lease and any other Lien

ANNEX A-10

securing Debt (including Debt of the Parent or Max Holdings with respect to letters of credit) in an aggregate amount not to exceed $75,000,000 (provided the aggregate amount of the Debt of IPC Holdings or Max Holdings secured under this clause (n) shall not exceed $25,000,000); provided any Liens granted (other than pursuant to Section 6.3(m)) do not extend to any Collateral.

Section 6.4 Issuance of Preferred Stock. Not, and will not permit any of its Subsidiaries to, directly or indirectly issue, sell, assign, pledge, or otherwise encumber or dispose of any shares of its preferred or preference equity securities, or warrants, options or other rights for the purchase of any preferred or preference equity securities, or securities convertible into or exchangeable for any preferred or preference equity securities, except (a) (notwithstanding anything to the contrary in the Agreement or any other Credit Document) the issuance of preferred or preference equity securities (or any Equity Interests convertible into such preferred or preference equity securities or exchangeable for such preferred or preference equity securities) so long as (i) (x) no part of such preferred or preference equity securities matures or is mandatorily redeemable or subject to any mandatory repurchase requirement (in each case, whether on a scheduled basis or as a result of the occurrence of any event or circumstance) prior to the first anniversary of the Final Expiry Date or (y) all such preferred or preference equity securities are issued to and held by IPC Holdings and its Wholly Owned Subsidiaries and (ii) such preferred or preference equity securities do not contain any financial performance related covenants or incurrence covenants which restrict the operations of the issuer thereof and (b) in connection with any of IPC Holdings’ or any of its Subsidiaries’ compensation plans for its directors, officers and employees; provided that IPC Holdings may issue securities as described on Schedule 6.4.

Section 6.5 Investments. Not, and will not permit or cause any of their respective Subsidiaries to, (i) make any investment not permitted by the investment policy of IPC Holdings as in effect on the Amalgamation Date for the management of its Investment Portfolio with such revisions thereto as are approved by the Board of Directors (or committee thereof) of IPC Holdings from time to time and (ii) permit the minimum weighted average credit quality rating of the Eligible Investments to be less than AA/Aa2 or the equivalent or the Eligible Investments to exceed the Concentration Limits.

Section 6.6 Transactions with Affiliates. Not, and will not permit any Subsidiary to, enter into, or cause, suffer or permit to exist, directly or indirectly, any arrangement, transaction or contract with any of its Affiliates other than: (a) Permitted Guarantees, (b) transactions between or among any of the Credit Parties and their Wholly Owned Subsidiaries, between or among any of such Wholly Owned Subsidiaries, or between or among any of the Credit Parties; or (c) any arrangement, transaction or contract with an Affiliates if such arrangement, transaction or contract is on an arm’s length basis.

Section 6.7 Restricted Payments. Not, and will not permit or cause any of IPCRe Limited or the IPCRe Subsidiaries to, directly or indirectly, declare or make any dividend payment, or make any other distribution of cash, property or assets, in respect of any of its Equity Interests, or purchase, redeem, retire, defease or otherwise acquire for value any shares of its Equity Interests, or set aside funds for any of the foregoing, except for: (a) any Subsidiary

ANNEX A-11

may declare and pay dividends on or make distributions to a Credit Party or to a Wholly Owned Subsidiary of a Credit Party or set aside funds for the foregoing; and (b) IPC Holdings may declare and pay dividends on, make distributions in respect of or repurchase, redeem, retire, defease or otherwise acquire its Equity Interests or set aside funds for the foregoing so long as no Default or Event of Default has occurred and is continuing before or after giving effect to the declaration or payment of such dividends, distributions, repurchases or other acquisitions.

Section 6.8 Lines of Business. Not, and will not permit or cause any of their respective Subsidiaries to, engage to any material extent in any business other than the reinsurance or insurance business and other businesses engaged in by the Credit Parties and their respective Subsidiaries on the Amalgamation Date or a business reasonably related or incidental thereto.

Section 6.9 Fiscal Year. Not, and will not permit or cause any of their respective Subsidiaries to, change the ending date of its Fiscal Year to a date other than December 31 unless (i) IPC Holdings shall have given the Administrative Agent written notice of its intention to change such ending date at least 45 days prior to the effective date thereof and (ii) prior to such effective date this Agreement shall have been amended to make any changes in the financial covenants and other terms and conditions to the extent necessary, in the reasonable determination of the Administrative Agent, to reflect the new Fiscal Year ending date.

Section 6.10 Ratings. (i) Cause each of Max Bermuda and IPCRe Limited to maintain a Financial Strength Rating, either individually or on a group basis, at all times and (ii) not permit or cause the Financial Strength Rating of Max Bermuda and IPCRe Limited, either individually or on a group rating basis, to be lower than “B++” at any time.

Section 6.11 Limitation on Certain Restrictions. Not, and will not permit or cause any of IPCRe Limited or the IPCRe Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any restriction or encumbrance on (a) the ability of IPC Holdings, Max Holdings, Max Bermuda, IPCRe Limited or any of the IPCRe Subsidiaries (each, a “Restricted Party”) to perform and comply with their respective obligations under the Credit Documents, or (b) the ability of any Restricted Party to make any dividend payment or other distribution in respect of its Equity Interests, to repay Debt owed to any Restricted Party , to make loans or advances to any Restricted Party, or to transfer any of its assets or properties to any Restricted Party, except (in the case of clause (b) above only) for such restrictions or encumbrances existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable Requirements of Law, (iii) customary non-assignment provisions in leases and licenses of real or personal property entered into by any Restricted Party as lessee or licensee in the ordinary course of business, restricting the assignment or transfer thereof or of property that is the subject thereof, (iv) customary restrictions and conditions contained in any agreement relating to the sale of assets (including Equity Interests of a Subsidiary) pending such sale, provided that such restrictions and conditions apply only to the assets being sold and such sale is permitted under this Agreement, (v) restrictions imposed in connection with Debt permitted under Section 6.2(a)(ii), 6.2(b)(ii), 6.2(b)(iv) and 6.2(b)(viii), provided that such restrictions are no more restrictive than those contained in this Agreement and such restrictions do not prohibit the Credit Parties from granting Liens to secure the Obligations under this Agreement, (vi)

ANNEX A-12

restrictions on Max Holdings and its Subsidiaries pursuant to the Max US Holdings Indenture, (vii) consolidated net worth covenants or restrictions on payment of dividends upon a default in connection with any Debt incurred by Max Bermuda or IPCRe Limited under Section 6.2(b)(ii), and (ix) restrictions contained in the Credit Agreement dated as of December 21, 2006 between Max Bermuda and the Bank of Nova Scotia as in effect on the date of the Third Amendment provided, however, that to the extent such restrictions violate the provisions of this Section 6.11, such restrictions are eliminated on or before December 20, 2009.

Section 6.12 Private Act. Not permit any Credit Party to be subject to a Private Act which, in the reasonable determination of the Administrative Agent, would be adverse in any material respect to the rights or interests of the Lenders.

Section 6.13 Control Agreement. Not agree to any waiver or amendment of any Control Agreement without first obtaining the prior written consent of the Administrative Agent, which shall not be unreasonably withheld or delayed.

Section 6.14 Maximum Consolidated Debt to Total Capitalization. The ratio of Consolidated Debt to Total Capitalization shall at all times not be greater than 0.30 to 1.0. For purposes of determining the Consolidated Debt to Total Capitalization Ratio, only that portion of the Total Return Equity Swaps, including notional value additions, which is treated as indebtedness by A.M. Best Company will be included as Debt. As of the date of the Third Amendment, A.M. Best Company treated 0% of the existing Total Return Equity Swap as indebtedness.

Section 6.15 Minimum Consolidated Net Worth. Consolidated Net Worth shall be at all times an amount not less than the sum of (x) an amount equal to the Minimum Net Worth plus (y) 25% of Consolidated Net Income for each Fiscal Quarter (beginning with the Fiscal Quarter ended after the date of the Pro Forma Financial Statements) for which Consolidated Net Income (measured at the end of each such Fiscal Year) is a positive amount plus (z) 50% of the aggregate increases in shareholders’ equity of IPC Holdings after the date of the Pro Forma Financial Statements by reason of the issuance or sale of Equity Interests of IPC Holdings or any of its Subsidiaries or other capital contribution to IPC Holdings. The initial Minimum Net Worth shall be 75% of the Consolidated Net Worth shown on the Pro Forma Financial Statements. On the date that financial statements are delivered pursuant to Section 5.1(a)(ii), the Minimum Net Worth will be recalculated to be the greater of (x) the required Minimum Net Worth as of the first day of the previous Fiscal Year and (y) 70% of the Consolidated Net Worth as of such Fiscal Year end.

ARTICLE VII

EVENTS OF DEFAULT AND THEIR EFFECT

Section 7.1 Each of the following shall constitute an Event of Default under this Agreement:

(a) Non-Payment of Credit Extension. Default in the payment when due of any LC Advance or any amount of principal on any Loan.

ANNEX A-13

(b) Non-Payment of Interest, Fees, etc. Default, and continuance thereof for three (3) Business Days, in the payment when due of interest, fees or of any other amount payable hereunder or under the Credit Documents.

(c) Non-Payment of Other Debt. (i) The occurrence of an “Event of Default” (as such term is defined in the IPC/Wachovia Credit Agreement), (ii) default in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any other Debt of, or guaranteed by, any Material Party if the aggregate amount of Debt of such Material Party which is accelerated or due and payable, or which (subject to any applicable grace period) may be accelerated or otherwise become due and payable, by reason of such default or defaults is $35,000,000 or more, or (iii) default in the performance or observance of any obligation or condition with respect to any such other Debt of, or guaranteed by, any Material Party if the effect of such default or defaults is to accelerate the maturity (subject to any applicable grace period) of any such Debt of $35,000,000 or more in the aggregate or to permit the holder or holders of such Debt of $35,000,000 or more in the aggregate, or any trustee or agent for such holders, to cause such Debt to become due and payable prior to its expressed maturity.

(d) Bankruptcy, Insolvency, etc. (i) Any Material Party becomes insolvent or unable to pay, or admits in writing its inability to pay, debts as they become due; (ii) there shall be commenced by or against any of such Persons any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, supervision, conservatorship, liquidation, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, rehabilitation, conservation, supervision, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, obligations or liabilities, or (B) seeking appointment of a receiver, trustee, custodian, rehabilitator, conservator, supervisor, liquidator or other similar official for it or for all or any substantial part of its assets, in each case which (1) results in the entry of an order for relief or any such adjudication or appointment or (2) if filed against such Person, remains undismissed, undischarged or unstayed for a period of 60 days; (iii) there shall be commenced against any of such Persons any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; (iv) any of such Persons shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (ii) or (iii) above; or (v) any Governmental Authority shall issue any order of conservation, supervision or any other order of like effect relating to any of such Persons.

(e) Financial Statements. Failure by IPC Holdings or any of its Subsidiaries to comply with the covenants set forth in Section 5.1 and continuance of such failure for 5 Business Days after notice thereof from the Administrative Agent.

(f) Specific Defaults. Failure by IPC Holdings or its Subsidiaries to comply with its covenants set forth in Sections 5.7, 5.11(a), (b) and (d), 6.1, 6.2, 6.3(h), (i), (m) and (n), 6.7, 6.10, 6.11, 6.14, and Section 6.15.

ANNEX A-14

(g) Investments. Failure by IPC Holdings or its Subsidiaries to comply with Section 6.5 and continuance of such failure for ten Business Days.

(h) Warranties and Representations. Any warranty or representation made by or on behalf of any Credit Party herein, in any Credit Document, or any schedule, certificate, financial statement, report, notice, or other instrument furnished in connection herewith or therewith shall prove to have been false or misleading in any material respect as of the time made, deemed made or furnished.

(i) Non-compliance With Other Provisions. Failure by any Credit Party to comply with or to perform any provision of this Agreement or any other Credit Document (and not constituting an Event of Default under any of the other provisions of this Section 7.1) and continuance of such failure for 30 days after notice thereof from the Administrative Agent to such Credit Party.

(j) Employee Benefit Plans. IPC Holdings or any of its Subsidiaries:

(i) maintains or administers any “employee pension benefit plan” within the meaning of Section 3(2) of ERISA that is subject to the provisions of Title IV of ERISA;

(ii) maintains or administers any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA to which IPC Holdings or any ERISA Affiliate makes, is making or is obligated to make contributions or has made or been obligated to make contributions; or

(iii) has any liability with respect to any matter specified in the foregoing clauses (i) and (ii); or

(iv) (A) termination of a Foreign Pension Plan if, as a result of such termination, IPC Holdings or any of its Subsidiaries is required to make a contribution to such Foreign Pension Plan in excess of $35,000,000 or (B) a contribution failure with respect to any Foreign Pension Plan in excess of $35,000,000 occurs.

(k) Credit Documents. (i) The Security Agreement, any Guaranty or other Credit Document shall cease to be in full force and effect or any Credit Party liable thereunder shall fail (subject to any applicable grace period) to comply with or to perform any applicable provision of the Security Agreement, any Guarantee or other Credit Document, (ii) the Security Agreement shall cease to give the Administrative Agent the Liens, rights, powers and privileges purported to be created thereby (including a first priority security interest in, and Lien on, all of the Collateral subject thereto, in favor of the Administrative Agent, superior to and prior to the rights of all third Persons and subject to no other Liens other than Liens permitted under Section 6.3(a); (iii) any authorized Person acting by or on behalf of any Credit Party or any of their respective Subsidiaries shall deny in writing or disaffirm in writing the enforceability of the Security Agreement, any Guaranty or other Credit Document, or (iv) the Securities Intermediary is in breach of any term of any Control Agreement and such breach continues for 30 days.

(l) Change in Control. A Change in Control occurs.

ANNEX A-15

(m) Judgments. A final judgment or judgments which exceed an aggregate of $35,000,000 (excluding any portion thereof which is covered by insurance so long as the insurer is reasonably likely to be able to pay and has accepted a tender of defense and indemnification without reservation of rights) shall be rendered against Max Holdings, Max Bermuda, IPC Holdings, IPCRe Limited or any of the IPCRe Subsidiaries and shall not have been discharged or vacated or had execution thereof stayed pending appeal within 60 days after entry or filing of such judgment(s) or in any event not later than 5 days prior to the date of any proposed sale or such property thereunder.

(n) Regulatory Matters. Any Insurance Regulatory Authority or other Governmental Authority having jurisdiction shall issue any order of conservation, supervision, rehabilitation or liquidation or any other order of similar effect in respect of any Insurance Subsidiary; or any one or more licenses of IPC Holdings or any of its Subsidiaries shall be suspended, limited or terminated or shall not be renewed, or any other action shall be taken by any Governmental Authority, and such suspension, limitation, termination, non-renewal or action, either individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

Section 7.2 Effect of Event of Default. If any Event of Default described in Section 7.1(d) shall occur and is continuing, all Obligations shall become immediately due and payable, and Max Bermuda shall become immediately obligated to deliver to the Administrative Agent cash collateral in an amount equal to 102% of the outstanding LC Obligations all without notice of any kind; and, in the case of any other Event of Default, the Administrative Agent may, and upon the written request of the Required Lenders shall, terminate the Aggregate Commitments hereunder and declare all or any portion of the Obligations to be due and payable, and/or demand that Max Bermuda immediately deliver to the Administrative Agent Cash and Cash Equivalents in an amount equal to 102% of the outstanding LC Obligations whereupon the Aggregate Commitments shall terminate and all or such portion of the Obligations shall become immediately due and payable, and/or demand that Max Bermuda immediately deliver to the Administrative Agent Cash and Cash Equivalents in an amount equal to the outstanding LC Obligations all without further notice of any kind. The Administrative Agent shall promptly advise the Borrowers of any such declaration but failure to do so shall not impair the effect of such declaration. Notwithstanding the foregoing, the effect as an Event of Default of any event described in Section 7.1(a) may not be waived except by consent of all of the Lenders and acknowledged by the Administrative Agent in writing.

Section 7.3 LC Collateral Account.

(a) If at any time after Max Bermuda has been required to deposit amounts in the LC Collateral Account (or maintain Collateral in the Custody Account) pursuant to Section 2.14, the Administrative Agent determines that the amount on deposit in the LC Collateral Account or the Custody Account, as applicable, is less than 102% of the amount of the respective outstanding LC Obligations for which such Collateral has been deposited, the Administrative Agent may demand Max Bermuda to deposit, and Max Bermuda shall, upon such demand and without any further notice, pay to the Administrative Agent for deposit in the LC Collateral Account or deposit in the Custody Account, as applicable, funds necessary to cure any shortfall.

ANNEX A-16

(b) The Administrative Agent may, at any time or from time to time apply Collateral held in the LC Account or the Custody Account pursuant to Section 2.14 to the payment of the LC Obligations for which such Collateral was deposited then due and payable by Max Bermuda to the Fronting Bank, the Lenders or the Administrative Agent under the Credit Documents

(c) Neither Max Bermuda nor any Person claiming on behalf of or through Max Bermuda shall have any right to withdraw any of the Collateral held in the LC Collateral Account until all of the LC Obligations for which such Collateral has been deposited have been indefeasibly paid in full, the applicable Commitments have been terminated and applicable Letters of Credit have been terminated or expired, at which time any Collateral remaining in the LC Collateral Account shall be returned by the Administrative Agent to Max Bermuda. Notwithstanding the foregoing, in the event that the amount of the Collateral held in the LC Account exceeds the amount required to be deposited, upon request of Max Bermuda, the Administrative Agent will release the excess Collateral.

ANNEX A-17

EX-99.1

EXHIBIT 99.1

IPC Holdings and Max Capital Group Agree to Combine

Combination to create a stronger capitalized company with diversified, balanced specialty

insurance & reinsurance businesses and global platform

Combined company will be named Max Capital Group Ltd.

HAMILTON, Bermuda—March 2, 2009— IPC Holdings, Ltd. (NASDAQ: IPCR) (“IPC”) and Max Capital Group Ltd. (NASDAQ: MXGL; BSX: MXGL BH) (“Max”) announced today that the boards of directors of both IPC and Max have unanimously approved a definitive amalgamation agreement. The combined entity will operate under the name of Max Capital Group Ltd. (“Max Capital Group”).

Under the terms of the definitive amalgamation agreement, holders of Max common stock will each receive, at a fixed exchange ratio, 0.6429 IPC shares for each Max share. Upon closing of the tax-free, stock-for-stock merger, IPC shareholders will own approximately 58% of the combined company on a fully diluted basis (with Max shareholders owning approximately 42%). Completion of the transaction is contingent upon customary closing conditions, including the approvals of shareholders and various regulatory approvals and notices. The transaction is expected to close in the third quarter of 2009.

W. Marston (Marty) Becker, Chairman and Chief Executive Officer of Max, and James P. Bryce, President and Chief Executive Officer of IPC, issued a joint statement. “We believe the combination of our companies will create a stronger, more diversified global underwriting franchise. IPC and Max have complementary businesses with very little overlap. The new platform will increase the global scale of each company and further enhance our collective ability to capitalize on attractive opportunities in the property-casualty marketplace, and thereby build long-term value for all our shareholders. From a financial perspective, based on results at December 31, 2008, this transaction creates a stronger capitalized company, with shareholders’ equity of over $3 billion and total assets of approximately $10 billion. We expect that the combined entity will have less volatile underwriting results than either of its individual components, as well as more flexibility to efficiently manage capital.”

Strategic and Financial Benefits of the Combination

The combination is expected to create significant benefits for shareholders of both companies and provide a strong foundation for future financial performance:

• Enhanced size and scale. The combined company is expected to have shareholders’ equity of over $3 billion, which should lead to improved financial strength and flexibility.

• Global platform and diversified business mix. The combined company will have a diversified specialty insurance & reinsurance business, with underwriting facilities in Bermuda, Dublin, at Lloyd’s and in six major U.S. cities.

• Management and underwriting talent. Highly experienced management and underwriting teams with long-standing industry knowledge and relationships. IPC has been in operation for over 15 years and Max for approximately 9 years.

Organization Structure, Management and Board

Upon closing of the transaction, the holding company will be renamed from IPC Holdings Ltd. to Max Capital Group Ltd. The combined company, Max Capital Group, will serve as the Bermuda-based holding company for the existing global specialty insurance and reinsurance operating subsidiaries of Max and for IPCRe Limited, the existing Bermuda-based property-catastrophe reinsurance subsidiary of IPC. IPCRe Limited will be renamed Max IPC Re Ltd.

Following the close of the transaction, Marty Becker will be the President and Chief Executive Officer of Max Capital Group. Jim Bryce will commence a long contemplated retirement as of June 30, 2009, although he will continue in a non-executive role as Chairman of Max IPC Re (IPC and Max’s renamed reinsurance platform), and will be active in client relations and marketing. “We are pleased that Jim will have an important role at Max IPC Re, which will strongly benefit from his 35 years of property-catastrophe underwriting expertise, his reputation in the market, and his strong client relationships,” commented Marty Becker. If the transaction has not closed by June 30, 2009, IPC’s Chief Financial Officer, John Weale, will become acting Chief Executive Officer of IPC following Jim Bryce’s retirement and pending the closing of the transaction.

The board of directors of the combined company will have twelve directors, consisting of six current independent directors of IPC and six directors from Max, including Marty Becker.

Kenneth L. Hammond, non-executive Chairman of IPC’s board of directors, who will assume the non-executive Chairmanship of the board of directors of the combined company Max Capital Group, said, “This transaction is the result of over a year of strategic analysis by IPC as to how to better position the company for our shareholders. Jim Bryce and his team have worked hard to make this happen and we are very excited with the result and the opportunities it presents. We are also pleased that the combined company will continue to maintain its presence in the Bermuda community”

In addition to Mr. Becker, Peter Minton, Max’s Chief Operating Officer, and Joe Roberts, Max’s Chief Financial Officer will hold their respective titles at Max Capital Group and IPC’s Chief Financial Officer, John Weale, will become Executive Vice President & Treasurer of Max Capital Group.

Additional details on the amalgamation are posted on the websites of IPC and Max, at www.ipcre.bm and www.maxcapgroup.com, respectively.

Advisors

For IPC, J.P. Morgan Securities Inc. acted as financial advisor and delivered a fairness opinion and Sullivan & Cromwell LLP and Mello Jones & Martin as legal counsel. For Max, Merrill Lynch & Co. and Aon Benfield Securities, Inc. acted as financial advisors and Akin Gump Strauss Hauer & Feld LLP and Conyers Dill & Pearman as legal counsel.

Conference Call and Webcast

IPC and Max will conduct a joint investor conference call on Monday, March 2, 2009, at 8:00 a.m. Eastern Time to discuss the merger with interested investors and shareholders.

On the call, Max will be represented by Chairman and Chief Executive Officer W. Marston (Marty) Becker and Executive Vice President and Chief Financial Officer Joe Roberts. IPC will be represented by President and Chief Executive Officer Jim Bryce and by Executive Vice President and Chief Financial Officer John Weale.

The details of the call are as follows:

Date: March 2, 2009

Time: 8:00 a.m. Eastern Time

Toll-free number (US callers): 1-888-713-4205

International callers: 1-617-213-4862

Access Code (all participants): 61327499

Please dial in five to ten minutes prior to the start of the call. If you wish to pre-register for this event, please go to the following website: http://www.theconferencingservice.com/prereg/key.process?key=PFXDJWPL9.

In addition, interested persons may listen to the call via the website of IPC or Max, at www.ipcre.bm or www.maxcapgroup.com, respectively.

If you are unable to participate in the “live” call, a replay will be available from approximately 11:30 a.m. Eastern Time on March 2, 2009 until April 2, 2009. To listen to the replay, US-based callers may dial 1-888-286-8010; international callers may use 1-617-801-6888; the access code for the replay is 59653567.

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.

About Max Capital Group Ltd.

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 release includes statements about future economic performance, finances, expectations, plans and prospects of both IPC and Max that constitute forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those suggested by such statements. For further information regarding cautionary statements and factors affecting future results, please refer to the most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q filed subsequent to the 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 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.

CONTACTS:

IPC Holdings, Ltd.

John Weale, 1-441-298-5100

Executive Vice President and Chief Financial Officer

john.weale@ipcre.bm

or

Max Capital Group Ltd.

Susan Spivak Bernstein, 1-212-898-6640

Senior Vice President

susan.spivak@maxcapservices.com

or

Kekst and Company

Roanne Kulakoff, 1-212-521-4837

roanne-kulakoff@kekst.com

EX-99.2

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

Investor Presentation

March 2, 2009

Exhibit 99.2

2

2

INFORMATION CONCERNING FORWARD LOOKING

STATEMENTS AND CERTAIN OTHER INFORMATION

This presentation includes statements about future economic performance, finances, expectations, plans and prospects of both IPC and Max that constitute

forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements

are subject to certain risks and uncertainties that could cause actual results to differ materially from those suggested by such statements. For further information

regarding cautionary statements and factors affecting future results, please refer to the most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-

Q

filed subsequent to the 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 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 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 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 Securities and Exchange Commission (“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. 

3

3

Transaction Overview

Structure

Stock-for-stock merger of equals

Exchange Ratio

0.6429

IPC shares for each Max common share

Fixed exchange ratio

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:

To be designated by Max after announcement

Management

Marty Becker, Chief Executive Officer

Jim Bryce,

Non

-Executive Chairm

an of Max IPC Re

Peter Minton, Chief Operating Officer

Joe Roberts, Chief Financial Officer

John Weale, EVP & Treasurer

Company Name

Max Capital Group Ltd.

Headquarters

Hamilton, Bermuda

Approvals

IPC

and Max

shareholder approvals

Customary regulatory approvals

Expected Closing

Q3

2009

4

4

A diversified, balanced global underwriting platform

Strong and vibrant franchise serving both property & casualty markets

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

Greater size enhances financial flexibility

Strong and deep management team across the organization

Complementary businesses with little overlap

Greater

“margin

of

safety”

in

managing

capital

Excess capital can be deployed in other underwriting opportunities

Ability to be opportunistic in a hardening market

Strategic Rationale

We believe this combination will drive long-term value for all shareholders

5

5

Combining Strong Management With Deep Experience

W. Marston Becker

Chief Executive Officer

Peter Minton

Chief Operating Officer

Joe Roberts

Chief Financial Officer

Previous Experience

Orion Capital / Royal Sun Alliance USA

McDonough Caperton

/ Acordia

Trenwick

Scudder Kemper Investments   

General Reinsurance Company

Morgan Stanley

Overseas Partners Ltd

KPMG

Moore Stephens

James Bryce

Non-Executive Chairman of Max IPC Re

Chief Underwriting Officer of IPC

Senior Management Positions at AIG

Overseas

Jurisdictions of

Transatlantic

and

AIG

—

Tokyo,

Hong

Kong,

London

John Weale

Executive Vice President and Treasurer

AIG (Bermuda)

British Aerospace

6

6

Strong and Well-Capitalized Company

The combined company will have over $3

billion of shareholders’

equity

Conservative operating leverage supports

future growth in business

Ability to more efficiently manage its capital

Enhanced financial flexibility with greater

“margin of safety”

Greater diversification results in higher

capital scores

Frees up capital to be deployed in other

underwriting opportunities or returned to

shareholders

Pro forma debt / total capital of under 10%

12/31/2008

Company

Equity

1

Everest Re

$4,960

2

AXIS

4,461

3

PartnerRe

4,199

4

Arch Capital

3,433

5

Transatlantic

3,198

IPC + Max

3,131

6

RenaissanceRe

3,033

7

OdysseyRe

2,828

8

Aspen

2,779

9

Allied World

2,417

10

Endurance

2,207

11

Validus

1,939

12

IPC Holdings

1,851

13

Platinum Re

1,809

14

Montpelier Re

1,358

15

Max Capital

1,280

16

FlagstoneRe

986

17

Greenlight

Capital

485

7

7

Strong Balance Sheet and Capital Base

Pro Forma

(2)

____________________

Note:

As of 12/31/08.

(1)

Investment portfolio includes cash.

(2)

Does not include potential GAAP purchase accounting adjustments.

($mm)

Investment

Portfolio

(1)

$2,235.2

$5,356.9

$7,592.1

Total Assets

2,388.7

7,252.0

9,640.7

Loss and LAE Reserves

355.9

4,305.1

4,661.0

Stockholders' Equity

1,850.9

1,280.3

3,131.3

Corporate Debt

75.0

241.1

316.1

Total Capital

$1,925.9

$1,521.5

$3,447.4

Total Debt / Capital

3.9%

15.8%

9.2%

8

8

We Have A Strong Capital Position to Support Growth

Additional

capital

to

accelerate

growth

through

global

operating

platform

We expect to reduce cat premiums in 2010 by $50-$75 million (~10% of total property)

We expect to increase retentions on Max’s casualty insurance business

Lloyd’s expected to contribute approximately $150 million in gross premiums in 2009

Opportunistic Expansion in a Hardening Market

2008 GPW

$403

$1,254

$1,658

2008 NPW

$397

$840

$1,237

12/31/2008 Equity

$1,851

$1,280

$3,131

NPW / Equity

0.21x

0.66x

0.40x

____________________

Note:

As of 12/31/08.

(1)

Does not include potential GAAP purchase accounting adjustments.

($mm)

Pro Forma

(1)

9

9

Life & annuity

P&C long-tail

Other short-tail

Property /

property cat

20%

19%

42%

19%

Property /

property cat

100%

2008 GPW  = $403 million

Reinsurance

Insurance

47%

53%

A Diversified Operating Platform

Reinsurance

Insurance

35%

65%

Life & annuity

P&C long-tail

Other short-tail

Property /

property cat

39%

14%

32%

15%

2008 GPW  = $1,254 million

2008 GPW  = $1,658 million

Max Capital

Combined

Reinsurance

100%

IPC Holdings

15

10

A Truly Global Platform

Main Locations

Other Locations

Bermuda

Dublin

London

Richmond

Copenhagen

Hamburg

San Francisco

Dallas

Atlanta

Philadelphia

New York

Tokyo

10

11

Disciplined Underwriting Strategy

Post portfolio optimization, no group of risks will expose firm to a loss (1 in 250 year PML) of more than a 15% to 20% of

surplus

One

third

of

portfolio

realignment

to

be

completed

in

2009,

with

balance

during

2010

renewals

Zones requiring greatest focus will be Atlantic and California

Other zones requiring trimming: Gulf, Northern Europe & New England

Total

potential

premium

reduction

-

$50

to

$75

million

International books of business are largely complementary

Level of exposure based upon expected ROE and business prospects

Better ROE’s

are allocated greater capital

Maintain

profitability

even

in

large

‘cat’

years

Correlations across lines will limit some casualty lines

Exposure for most lines of business managed to 1% to 10% of beginning surplus

Targeted

underwriting

mix

over

time

-

50%

/

50%

target

Short-tail vs. long-tail

Insurance vs. reinsurance

11

12

Cash

Alternative

Investments

Fixed Income

68%

14%

18%

Cash

Equities

Alternative

Investments

Fixed Income

81%

7%

9%

3%

IPC Holdings

Max Capital

Cash

Equities

Alternative

Investments

Fixed Income

71%

12%

3%

14%

A Strong and Liquid Investment Portfolio

Combined

$5.4 billion

$7.6 billion

Target investment portfolio allocation of 88%-90% cash and fixed income securities and

10%-12% alternative and equity investments

____________________

As of December 31, 2008.

$2.2 billion

12

13

Investment Strategy

High quality fixed income strategy for 88% to 90% of invested assets

Duration, yield curve, and currency matched to the company’s liabilities

High quality

-

“A”

and above securities only / average  “Aa”

portfolio quality

Focus on liquid securities

–

government, agency, and agency MBS

10% to 12% invested in alternative and equity assets

Allocation for combined in line with peers

Long only, separately managed asset classes

Fund

of

hedge

funds

–

not

to

exceed

7%

of

invested

assets

13

14

BB or lower

BBB

A

AA

AAA

Gov't

agencies

Treasuries

Cash

20.9%

9.0%

12.6%

33.6%

8.7%

13.7%

1.3%0.2%

High Quality Fixed Income Portfolio

Max Capital

$4,541 million

____________________

As

of

December

31,

2008.

Combined

cash

and

fixed

income

of

$6.4

billion.

Cash

Treasuries

Gov't

agencies

AAA

AA

A

BBB

BB or

lower

4.1%

0.9%

9.6%

43.9%

22.2%

18.8%

0.4%

0.1%

IPC Holdings

$1,870 million

14

15

Highlights of IPC / Max Merger of Equals

Enhanced size and scale

The

combined

company

is

expected

to

have

shareholders’

equity

of

over

$3

billion,

which

should

lead

to

improved financial strength and flexibility

Global platform and diversified business mix

The

combined

company

will

have

a

diversified

specialty

insurance

&

reinsurance

business,

with

underwriting facilities in Bermuda, Dublin, at Lloyd's and in six major US cities

Management and underwriting talent

Highly experienced management and underwriting teams with long-standing industry knowledge and

relationships.  IPC has been in operation for longer than 15 years and Max for approximately 9 years

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

Creating a World Class Specialty

Insurer and Reinsurer

March 2, 2009