exv10w1



 






Exhibit
10.1


FIRST AMENDMENT TO EMPLOYMENT AGREEMENT



This First Amendment (the “First Amendment”) to that certain Employment Agreement dated January 1,
2002 by and between HCC INSURANCE HOLDINGS, INC (the “Company” or “HCC”) and EDWARD H. ELLIS, JR.
(“Executive”) (the “Agreement”) is entered into effective as of April 15, 2006. Capitalized terms
used herein and not otherwise defined shall have the meaning set forth in the Agreement.



In consideration of the covenants and agreements of the parties set forth below and other good and
valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties
agree as follows:



1.           The Basic Term of the Agreement set forth in Paragraph 1 of the Agreement shall be extended to
December 31, 2008.



2.           Paragraph 2(a) of the Agreement is deleted in its entirety and replaced with the following:




2(a) Duties as Employee of the Company. Executive shall, subject to
the supervision of the Chief Executive Officer or such other person as the
Board shall designate (the “Supervisor”), be employed as an Executive Vice
President and Chief Financial Officer of the Company and shall have such
duties and responsibilities as are determined by the Supervisor with respect
to such management and control as may be reasonably incident to the
responsibility incident to Executive’s title. Executive shall not directly or
indirectly render any services of a business, commercial, or professional
nature to any other person, firm corporation or organization, whether for
compensation or otherwise, without the prior written consent of the
Supervisor. However Executive shall have the right to engage in such
activities as may be appropriate in order to manage his personal investments
so long as such activities do not materially interfere or conflict with the
performance of his duties to the Company hereunder.



It is understood and agreed that the Executive may be asked to relinquish the
position of Chief Financial Officer to a qualified successor appointed by the
Board, but that in now way will otherwise effect this agreement or change the
other current responsibilities of the Executive or those which may be added
from time to time by the Supervisor. Such responsibilities currently including
oversight of investments, Treasury, internal audit, investor relations and
rating agencies and assisting the Chief Executive Officer with M&A activities



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     3.           Paragraph 3(a) of the Agreement are deleted in its entirety and replaced with following:



3 (a) Base Salary. Executive shall receive a base salary paid by the
Company at the annual rate of $425,000 for 2006 and increasing by $25,000 each
year during the Basic Term in substantially equal monthly installments. For
purposes of this Agreement, “Base Salary” shall mean the Executive’s initial
base salary or, if increased, then the increased base salary. Any bonus, to be
determined by the Compensation Committee of the Board of Directors.



     4.           A new Sub-paragraph (6) is added to Paragraph 4 (b) of the Agreement as follows:



(6) Until such time as Executive is eligible for Medicare, the Company shall
provide medical insurance to Executive (and his dependents) in accordance with
and subject to the terms of the Company’s plan at the same rates charged to
Company employees.



     5.           All other provisions of the Agreement remain in full force and effect and are not altered by
this Amendment.



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     IN WITNESS WHEREOF, the parties have executed this Agreement on April 10, 2006 to be effective
as of April 15, 2006



	 	 	 	 	 
	EXECUTIVE:
	 	COMPANY:

HCC INSURANCE HOLDINGS, INC.
	 	 
	 	 	 	 	 
	 	 	 	 	 
	/s/ Edward H. Ellis, Jr.
	 	/s/ Stephen L. Way	 	 
	 
	 	 	 	 
	Edward H. Ellis, Jr.
	 	Stephen L. Way,

Chairman of the Board and

Chief Executive Officer	 	 







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