IPC Holdings and Max Capital Group Agree to Combine

Hamilton, Bermuda - 02 March, 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.