Filed by IPC Holdings, Ltd. pursuant to Rule 425 under the Securities Act of 1933, as amended, and

deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended.

Subject Company: Max Capital Group Ltd. (Commission File No.: 000-33047)

This filing consists of materials used by representatives of IPC in connection with discussions

with IPC shareholders on April 9, 2009.

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1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

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

Capital Group Ltd. (“Max”) that constitute forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of

1995. Such forward-looking statements are subject to certain risks and uncertainties, including the risks described in the preliminary joint proxy

statement/prospectus of IPC and Max that has been filed with the Securities and Exchange Commission (“SEC”) under “Risk Factors,” many of which are difficult

to predict and generally beyond the control of IPC and Max, that could cause actual results to differ materially from those expressed in or suggested by such

statements. For further information regarding cautionary statements and factors affecting future results, please also refer to the most recent Annual Report on

Form 10-K, Quarterly Reports on Form 10-Q filed subsequent to the Annual Report and other documents filed by each of IPC or Max, as the case may be, with the

SEC. Neither IPC nor Max undertakes any obligation to update or revise publicly any forward-looking statement whether as a result of new information, future

developments or otherwise. 

This 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 preliminary joint proxy statement/prospectus of IPC and Max, the

most recent reports on Form 10-K, Form 10-Q and other documents of IPC or Max, as the case may be, on file with the SEC. Risks and uncertainties relating to

the proposed transaction include the risks that: the parties will not obtain the requisite shareholder or regulatory approvals for the transaction; the anticipated

benefits of the transaction will not be realized; and/or the proposed transactions will not be consummated. Readers are cautioned not to place undue reliance on

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

looking statement contained in this presentation. 

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

This presentation relates to a proposed business combination between IPC and Max. On March 27, 2009, IPC filed with the SEC a registration statement on Form

S-4, which included a preliminary joint proxy statement/prospectus. This presentation is not a substitute for the preliminary joint proxy statement/prospectus that

IPC has filed with the SEC or any other document that IPC or Max may file with the SEC or send to their respective shareholders in connection with the proposed

transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS AND ALL

OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC, INCLUDING THE DEFINITIVE JOINT PROXY

STATEMENT/PROSPECTUS THAT WILL BE PART OF THE DEFINITIVE REGISTRATION STATEMENT ON FORM S-4, AS THEY BECOME AVAILABLE

BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. All such documents, if

filed, would be available free of charge at the SEC’s website (www.sec.gov) or by directing a request to IPC, at Jim Bryce, President and Chief Executive Officer,

or John Weale, Executive Vice President and Chief Financial Officer, at 441-298-5100, in the case of IPC’s filings, or Max, at Joe Roberts, Chief Financial Officer,

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

PARTICIPANTS IN THE SOLICITATION:

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

respectively, in connection with the proposed business combination. 

Information about IPC’s directors and executive officers is available in the preliminary joint proxy statement/prospectus filed with the SEC on March 27, 2009,

relating to IPC’s 2009 annual meeting of shareholders; information about Max’s directors and executive officers is available in the amendment to its annual report

on Form-10K, filed with the SEC on April 1, 2009. 

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IPC’s

Board of Directors Unanimously Reaffirms Recommendation to

Combine With Max

On March 31, 2009 Validus submitted an offer to IPC pursuant to which Validus would combine with IPC

On

April

7,

2009

IPC's

board

determined

that

the

proposal

from

Validus

does

not

constitute

a

Superior

Proposal as defined in the amalgamation agreement

The board of directors of IPC unanimously reaffirmed its recommendation that IPC shareholders vote to

approve the Max transaction

In

reaffirming

its

recommendation

to

shareholders,

the

IPC

board

noted

that

a

combination

with

Max   

provides clear strategic and financial benefits to all IPC shareholders

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3

IPC’s

Board of Directors Unanimously Reaffirms Recommendation to

Combine With Max 

The Validus offer fails to

meet IPC's

diversification

goals

Max's

diversified

operations

offer

the

best

path

to

achieve

IPC’s

goal

to

diversify

beyond

its

monoline

property

catastrophe business model in order to reduce the volatility inherent in focusing on catastrophe reinsurance and to

spread its risk base across less correlated risks

A

transaction

with

Validus

would

not

accomplish

that

strategic

objective

given

Validus's

substantial

correlated

catastrophe exposure

The Max transaction has

significant value creation

potential and upside for

IPC shareholders

Potential to create significant value for IPC shareholders

The Max transaction provides greater book value and tangible book value per share to IPC shareholders

Max has significantly lower goodwill and intangibles

Concerned

that

Validus’

proposal

enables

Validus

to

raise

capital

at

a

discount

to

book

value

at

the

expense

of

IPC

shareholders. Combination with Max allows deployment of capital under combined business plan

Max's diversified book, when combined with IPC's, has the potential to reduce earnings volatility

Validus’

share price at the time of its offer was near the high end of its 52-week trading range, resulting in an

exchange ratio that poses potential downside risk to IPC shareholders. In contrast, IPC entered into the transaction

with Max at an exchange ratio determined at a time that Max was trading at 53% of its 52-week high

The Validus amalgamation

proposal is less certain, is

riskier for IPC's

shareholders and would

take longer to close

Max transaction is expected to be completed in June with all regulatory approvals obtained

Any transaction with Validus likely could not be completed before September, right in the middle of the wind season 

Max transaction would have to be rejected by IPC shareholders before IPC would be able to conduct due diligence

on and negotiate with Validus

No assurance IPC would choose to enter into a transaction with Validus at that time

Both IPC and Validus would need consents from bank lenders and satisfactory indications from ratings

agencies regarding ratings outcome of a combination