exv10w2



 







Exhibit 10.2




EMPLOYMENT AGREEMENT




     This EMPLOYMENT AGREEMENT (“Agreement”) is entered into this 18th day of May,
2006 but effective as of the 1st day of April, 2006 (the “Effective Date”), among the
Company, as hereinafter defined, and Christopher L. Martin (“Executive”). As used herein, the
“Company” or “HCC” shall mean HCC Insurance Holdings, Inc., a Delaware corporation. Executive and
the Company are sometimes collectively referred to herein as the “Parties” and individually as a
“Party.”



RECITALS:




     WHEREAS, Executive is to be employed as an officer or key employee of the Company;



     WHEREAS, it is the desire of the Company to engage Executive as an officer or key employee of
the Company; and



     WHEREAS, Executive is desirous of being employed by the Company on the terms herein provided.



     WHEREAS, Executive and the Company have previously entered into that certain employment
agreement effective as of January 1, 2003 (the “2003 Agreement”), which 2003 Agreement is to be
terminated and replaced herewith.



     NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and
agreements set forth below, the Parties agree as follows:



AGREEMENT




     1. Term. Effective as of the Effective Date, the Company hereby employs Executive,
and Executive hereby accepts such employment, on the terms and conditions set forth herein, for the
period (the “Term”) commencing on the Effective Date and expiring at 11:59 p.m. on December 31,
2008 (unless sooner terminated as hereinafter set forth).



     2. Duties.



          (a) Duties as Executive of the Company. Executive shall, subject to the supervision
of the Chief Executive Officer of the Company (the “CEO”) or such other person designated by the
CEO, act as the Executive Vice President and General Counsel of the Company in the ordinary course
of its business with all such powers with respect to such management and control as may be
reasonably incident to such responsibilities. During normal business hours, Executive shall devote
his full time and attention to diligently attending to the business of the Company. During the
Term, 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 CEO. However, Executive shall
have the right to engage in such activities as may be appropriate in order to manage his personal
investments and in educational, charitable and philanthropic activities so long as such activities
do not materially interfere or conflict with the performance of his duties to the Company





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hereunder. The conduct of such activity shall not be deemed to materially interfere or conflict with
Executive’s performance of his duties until Executive has been notified in writing thereof and
given a reasonable period in which to cure the same.




          (b) Other Duties.





          (1) If elected, Executive agrees to serve as a member of such managerial committees of
the Company and of any of its direct or indirect parents or subsidiaries (collectively,
“Affiliates”) and in one or more executive offices of any of the Company’s Affiliates,
provided Executive is indemnified for serving in any and all such capacities in a manner
acceptable to the Company and Executive. If elected, Executive agrees that he shall not be
entitled to receive any compensation for serving as a director of the Company, or in any
capacities for the Company or the Company’s Affiliates other than the compensation to be
paid to Executive by the Company pursuant to this Agreement.




          (2) Executive acknowledges and agrees that he has read and considered the written
business policies and procedures of the Company as posted on the Company’s intranet and that
he will abide by such policies and procedures throughout the term of his employment with the
Company. Executive further agrees that he will familiarize himself with any amendments to
the policies and procedures and that he will abide by such policies and procedures as they
may change from time to time.



     3. Compensation and Related Matters.



          (a) Base Salary. Executive shall receive an initial base salary paid by the Company
of $275,000 per year for the period from the Effective Date through December 31, 2006; $285,000 for
the calendar year beginning January 1, 2007; and $295,000 for the calendar year beginning January
1, 2008. At the sole discretion of HCC, the base salary may be increased. For purposes of this
Agreement, “Base Salary” shall mean Executive’s initial base salary or, if increased, then the
increased base salary. The Base Salary shall be paid in substantially equal semi-monthly
installments.




          (b) Bonus Plan. Executive shall be eligible to receive, in addition to the Base
Salary, an annual cash and/or stock bonus payment in an amount, which may be zero, to be determined
at the sole discretion of the Chief Executive Officer of the Company or such other person in
accordance with the Company’s policies.




          (c) Expenses. During the Term, Executive shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred by him (in accordance with the policies and
procedures established by the Company) in performing services hereunder, provided that Executive
properly accounts therefor in accordance with Company policy.




          (d) Other Benefits. Executive shall be entitled to participate in or receive benefits
(“Other Benefits”) under any compensation, employee benefit plan, or other arrangement made
generally available by the Company, subject to and on a basis consistent with the terms,
conditions, and overall administration of such plan or arrangement. Nothing paid to Executive
under




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any plan or arrangement presently in effect or made available in the future shall be deemed to
be in lieu of the Base Salary payable to Executive pursuant to paragraph (a) of this Section 3.




          (e) Vacations. Executive shall be entitled to 20 days paid vacation per year during
the Basic Term. There shall be no carryover of unused vacation from year to year. For purposes of
this Paragraph, weekends shall not count as vacation days, and Executive shall also be entitled to
all paid holidays and personal days given by the Company to its senior executive officers.




          (f) Perquisites. Executive shall be entitled to receive the perquisites provided for
on Appendix 1 hereof.




          (g) Proration. Expect with respect to the Bonus payable hereunder, any payments or
benefits payable to Executive hereunder in respect of any calendar year during which Executive is
employed by the Company for less than the entire year, unless otherwise provided in the applicable
plan or arrangement, shall be prorated in accordance with the number of days in such calendar year
during which he is so employed. Notwithstanding the foregoing, any payments pursuant to Sections
4(c) or 4(d) this Agreement shall not be subject to proration.




     4. Termination.



          (a) Definitions.





          (1) “Cause” shall mean:




          (i) Material dishonesty which is not the result of an inadvertent or innocent mistake
of Executive with respect to the Company or any of its Affiliates;




          (ii) Willful misfeasance or nonfeasance of duty by Executive;




          (iii) Violation by Executive of any material term of this Agreement; or




          (iv) Conviction of Executive of any crime other than a vehicular offense that could
reflect in some fashion unfavorably upon the Company or its Affiliates.




Executive may not be terminated for Cause unless and until there has been delivered to
Executive written notice from the CEO supplying the particulars of his acts or omissions
that the HCC Board of Directors believes constitute Cause, a reasonable period of time (not
less than 30 days) has been given to Executive after such notice to either cure the same or
to meet with the CEO with his attorney if so desired by Executive, and following which the
CEO reaffirms the previous decision of the HCC Board of Directors.




          (2) A “Disability” shall mean the absence of Executive from Executive’s duties
with the Company on a full-time basis for 180 consecutive days, or 180 days in a 365-day
period, as a result of incapacity due to mental or physical illness which results in
Executive being unable to perform the essential functions of his position, with or without
reasonable accommodation.



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          (3) A “Good Reason” shall mean any of the following (without Executive’s
express written consent):




          (i) The taking of any action by the Company that would adversely affect Executive’s
participation in, or materially reduce Executive’s benefits under, any employee benefit
plan, unless such failure or such taking of any action adversely affects persons similarly
situated in the Company generally;




          (ii) Executive’s involuntary relocation to any place, other than the executive offices
as a result of the Company relocating its executive offices, exceeding a distance of 50
miles from the place of Executive’s normal place of employment on the Effective Date, except
for reasonably required travel by Executive on the Company’s business;




          (iii) Any material breach by the Company of any material provision of this Agreement;
or




          (iv) Any failure by the Company to obtain the assumption and performance of this
Agreement by any successor (by merger, consolidation, or otherwise) or assign of the
Company.




However, Good Reason shall exist with respect to an above specified matter only if such
matter is not corrected, or begun to be corrected, by the Company within 30 days after the
Company’s receipt of written notice of such matter from Executive. In no event shall a
termination by Executive occurring more than 90 days following the date of the event
described be a termination for Good Reason due to such event, whether that event is
corrected or not.




          (4) “Termination Date” shall mean the date Executive terminates or is terminated for
any reason pursuant to this Agreement.



          (b) Termination Without Cause or for Good Reason: Benefits. In the event there is a
termination by the Company without Cause or if Executive Terminates for Good Reason (a “Termination
Event”), this Agreement shall terminate and Executive shall be entitled to the following severance
benefits:





          (1) For the remainder of the Term, after the Termination Date, Base Salary (as defined
in Section 3(a)), at the rate in effect immediately prior to the Termination Event, payable
at the Company’s sole election, either (i) at the same intervals as Executive was previously
being compensated, until the end of the Term, or (ii) within 30 days after the Termination
Date in a lump sum, appropriately discounted to take into consideration the lump sum early
payment;




          (2) All accrued Bonus compensation, unreimbursed expenses and Other Benefits through
the Termination Date. Such amounts shall be paid to Executive in a lump sum in cash within
30 days after the Termination Date; and



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          (3) Executive shall be free to accept other employment during such period, and other
than as set forth herein, there shall be no offset of any employment compensation earned by
Executive in such other employment during such period against payments due Executive under
this Section 4, and there shall be no offset in any compensation received from such other
employment against the Base Salary set forth above, unless the Executive is employed in a
position of competing with the Company as described in Section 5 below.



          (c) Termination In Event of Death: Benefits. If Executive’s employment is terminated
by reason of Executive’s death during the Term, this Agreement shall terminate without further
obligation to Executive’s legal representatives under this Agreement, other than for payment of all
accrued Base Salary, unreimbursed expenses, and the timely payment or provision of Other Benefits
through the date of death and the amount of any Bonus relating to a prior year unpaid as of the
date of death. Such amounts shall be paid to Executive’s estate or beneficiary, as applicable, in
a lump sum in cash within 90 days after the date of death.




          (d) Termination In Event of Disability: Benefits. If Executive’s employment is
terminated by reason of Executive’s Disability during the Term, this Agreement shall terminate but
the Company shall pay the Executive the amount of any Bonus relating to a prior year unpaid as of
the date of disability and continue to pay the Base Salary for a period of three months and
thereafter shall make such additional payment for the Term, so that the after tax effect of
Executive’s Base Salary compensation is the same as before the Disability with such additional
payment, reduced by any long-term disability insurance proceeds received by Executive from policies
obtained or paid for by the Company. Executive shall not be entitled to any subsequent Bonuses.




          (e) Voluntary Termination by Executive and Termination for Cause: Benefits. Executive
may terminate his employment with the Company by giving written notice of his intent and stating an
effective Termination Date at least 90 days after the date of such notice; provided, however, that
the Company may accelerate such effective date by paying Executive through the proposed Termination
Date (but not to exceed 90 days) and vesting any stock options that would have vested prior to the
proposed Termination Date but for such acceleration by the Company. Upon such a termination by
Executive or upon termination for Cause by the Company, this Agreement shall terminate and the
Company shall pay to Executive all accrued Base Salary compensation, unreimbursed expenses and
Other Benefits through the Termination Date. Such amounts shall be paid to Executive in a lump sum
in cash within 60 days after the Termination Date. Executive shall have no entitlement to any
unpaid Bonus.




          (f) Director Positions. Executive agrees that upon termination of employment, for any
reason, at the request of the Chairman of the Board, Executive will immediately tender his
resignation from any and all Board positions held with the Company and/or any of its Affiliates.




     5. Non-Competition, Non-Solicitation and Confidentiality. At the inception of this
employment relationship, and continuing on an ongoing basis, the Company agrees to give Executive
access to Confidential Information (including, without limitation, Confidential Information, as
defined below, of the Company’s Affiliates) that Executive has not had access to or knowledge of
before the execution of this Agreement. At the time this Agreement is made, the Company agrees to
provide Executive with initial and ongoing Specialized Training, which



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Executive has not had access
to or knowledge of before the execution of this Agreement. “Specialized Training” includes
the training the Company provides to its employees that is unique to its business and enhances
Executive’s ability to perform Executive’s job duties effectively. Specialized Training includes,
without limitation, orientation training; sales methods/techniques training; operation methods
training; and computer and systems training.



          (a) Non-Competition During Employment. Executive agrees that, in consideration for
the Company’s promise to provide Executive with Confidential Information and Specialized Training,
during the Term, he will not compete with the Company by engaging in the conception, design,
development, production, marketing, or servicing of any product or service that is substantially
similar to the products or services which the Company provides, and that he will not work for, in
any capacity, assist, or become affiliated with as an owner, partner, etc., either directly or
indirectly, any individual or business which offers or performs services, or offers or provides
products substantially similar to the services and products provided by Company; provided, however,
Executive shall not be prevented from owning no more than 2% of any company whose stock is publicly
traded.




          (b) Conflicts of Interest. Executive agrees that during the Term, he will not engage,
either directly or indirectly, in any activity (a “Conflict of Interest”) that might adversely
affect the Company or its Affiliates, including ownership of a material interest in any supplier,
contractor, distributor, subcontractor, customer or other entity with which the Company does
business or accepting any material payment, service, loan, gift, trip, entertainment, or other
favor from a supplier, contractor, distributor, subcontractor, customer or other entity with which
the Company does business, and that Executive will promptly inform the CEO as to each offer
received by Executive to engage in any such activity. Executive further agrees to disclose to the
Company any other facts of which Executive becomes aware which in Executive’s good faith judgment
could reasonably be expected to involve or give rise to a Conflict of Interest or potential
Conflict of Interest.




          (c) Non-Competition After Termination. Executive agrees that in order to protect the
Company’s Confidential Information, it is necessary to enter into the following restrictive
covenant, which is ancillary to the enforceable promises between the Company and Executive
otherwise contained in this Agreement. Executive agrees that Executive shall not, at any time
during the Restricted Period (as hereinafter defined), within any of the markets in which the
Company has sold products or services or formulated a plan to sell products or services into a
market during the last 12 months of Executive’s employ or which the Company enters into within
three months thereafter, engage in or contribute Executive’s knowledge to any work which is
competitive with or similar to a product, process, apparatus, service, or development on which
Executive worked or with respect to which Executive had access to Confidential Information or
Specialized Training while employed by the Company. It is understood that the geographical area
set forth in this covenant is divisible so that if this clause is invalid or unenforceable in an
included geographic area, that area is severable and the clause remains in effect for the remaining
included geographic areas in which the clause is valid. For the purpose of this Agreement,
“Restricted Period” means a period of 12 months after termination of Executive’s employment with
the Company. The Restricted Period shall commence at the time Executive ceases to be a full-time
employee of the Company.




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          (d) Confidential Information. Executive agrees that he will not, except as the
Company may otherwise consent or direct in writing, reveal or disclose, sell, use, lecture upon,
publish or otherwise disclose to any third party any Confidential Information or proprietary
information of the Company, or authorize anyone else to do these things at any time either during
or subsequent to his employment with the Company. This Paragraph shall continue in full force and
effect after termination of Executive’s employment and after the termination of this Agreement.
Executive’s obligations under this Paragraph with respect to any specific Confidential Information
and proprietary information shall cease when that specific portion of the Confidential Information
and proprietary information becomes publicly known, in its entirety and without combining portions
of such information obtained separately. It is understood that such Confidential Information and
proprietary information of the Company include matters that Executive conceives or develops, as
well as matters Executive learns from other employees of the Company. “Confidential Information”
is defined to include information: (1) disclosed to or known by Executive as a consequence of or
through his employment with the Company; (2) not generally known outside the Company; and (3) that
relates to any aspect of the Company or its business, finances, operation plans, budgets, research,
or strategic development. “Confidential Information” includes, but is not limited to, the
Company’s trade secrets, proprietary information, financial documents, long range plans, customer
lists, employer compensation, marketing strategy, data bases, costing data, computer software
developed by the Company, investments made by the Company, and any information provided to the
Company by a third party under restrictions against disclosure or use by the Company or others.




          (e) Non-Solicitation. To protect the Company’s Confidential Information, and in the
event of Executive’s termination of employment for any reason whatsoever, whether by Executive or
the Company, it is necessary to enter into the following restrictive covenant, which is ancillary
to the enforceable promises between the Company and Executive otherwise contained in this
Agreement. Executive covenants and agrees that during Executive’s employment and for a period of
24 months from the date of termination of Executive’s employment for any reason hereunder (the
“Non-Solicitation Period”), Executive will not, directly or indirectly, either individually or as a
principal, partner, agent, consultant, contractor, employee or as a director or officer of any
corporation or association, or in any other manner or capacity whatsoever, except on behalf of the
Company, solicit business, or attempt to solicit business, and products or services competitive
with products or services sold by the Company, from the Company’s clients or customers, or those
individuals or entities with whom the Company did business during Executive’s employment,
including, without limitation, the Company’s prospective or potential customers or clients.
Executive further agrees that during Executive’s employment and for the Non-Solicitation Period,
Executive will not, either directly or indirectly, or by acting in concert with others, solicit or
influence any Company employee to leave the Company’s employment.




          (f) Return of Documents, Equipment, Etc. All writings, records, and other documents
and things comprising, containing, describing, discussing, explaining, or evidencing any
Confidential Information, and all equipment, components, parts, tools, and the like in Executive’s
custody or possession that have been obtained or prepared in the course of Executive’s employment
with the Company shall be the exclusive property of the Company, shall not be copied and/or removed
from the premises of the Company, except in pursuit of the business of the Company, and




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shall be delivered to the Company, without Executive retaining any copies, upon notification
of the termination of Executive’s employment or at any other time requested by the Company. The
Company shall have the right to retain, access, and inspect all property of Executive of any kind
in the office, work area, and on the premises of the Company upon termination of Executive’s
employment and at any time during employment by the Company to ensure compliance with the terms of
this Agreement.




          (g) Reaffirm Obligations. Upon termination of Executive’s employment with the
Company, Executive, if requested by Company, shall reaffirm in writing Executive’s recognition of
the importance of maintaining the confidentiality of the Company’s Confidential Information and
proprietary information, and reaffirm any other obligations set forth in this Agreement.




          (h) Prior Disclosure. Executive represents and warrants that Executive has not used
or disclosed any Confidential Information he may have obtained from the Company prior to signing
this Agreement, in any way inconsistent with the provisions of this Agreement.




          (i) No Previous Restrictive Agreements. Executive represents that, except as
disclosed in writing to the Company, Executive is not bound by the terms of any agreement with any
previous employer or other party to refrain from using or disclosing any trade secret or
confidential or proprietary information in the course of Executive’s employment by the Company or
to refrain from competing, directly or indirectly, with the business of such previous employer or
any other party. Executive further represents that Executive’s performance of all the terms of
this Agreement and Executive’s work duties for the Company does not and will not breach any
agreement to keep in confidence proprietary information, knowledge or data acquired by Executive in
confidence or in trust prior to Executive’s employment with the Company, and Executive will not
disclose to the Company or induce the Company to use any confidential or proprietary information or
material belonging to any previous employer or other party.




          (j) Breach. Executive agrees that any breach of Sections 5(a) through (f) above
cannot be remedied solely by money damages, and that in addition to any other remedies Company may
have, Company is entitled to obtain injunctive relief against Executive. Nothing herein, however,
shall be construed as limiting the Company’s right to pursue any other available remedy at law or
in equity, including recovery of damages and termination of this Agreement and/or any termination
or offset against any payments that may be due pursuant to this Agreement.




          (k) Right to Enter Agreement; Payment of Loans. Executive represents and covenants to
the Company that he has full power and authority to enter into this Agreement and that the
execution of this Agreement will not breach or constitute a default of any other agreement or
contract to which he is a party or by which he is bound. Executive further acknowledges that he
has repaid all outstanding loans from the Company prior to entering into this Agreement.




          (l) Enforceability. The agreements contained in this Section 5 are independent of the
other agreements contained herein. Accordingly, failure of the Company to comply with any of its
obligations outside of this Section do not excuse Executive from complying with the agreements
contained herein.




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          (m) Survivability. The agreements contained in this Section 5 shall survive the
termination of this Agreement for any reason.




          (n) Reformation. If a court concludes that any time period or the geographic area
specified in Sections 5(c) or (e) of this Agreement are unenforceable, then the time period will be
reduced by the number of months, or the geographic area will be reduced by the elimination of the
overbroad portion, or both, so that the restrictions may be enforced in the geographic area and for
the time to the fullest extent permitted by law.




     6. Assignment. This Agreement cannot be assigned by Executive. The Company may
assign this Agreement only to a successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and assets of the Company
provided such successor expressly agrees in writing reasonably satisfactory to Executive to assume
and perform this Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession and assignment had taken place. Failure of the
Company to obtain such written agreement prior to the effectiveness of any such succession shall be
a material breach of this Agreement.



     7. Binding Agreement. Executive understands that his obligations under this Agreement
are binding upon Executive’s heirs, successors, personal representatives, and legal
representatives.



     8. Notices. All notices pursuant to this Agreement shall be in writing and sent
certified mail, return receipt requested, addressed as set forth below, or by delivering the same
in person to such party, or by transmission by facsimile to the number set forth below (which shall
not constitute notice). Notice deposited in the United States Mail, mailed in the manner described
hereinabove, shall be effective upon deposit. Notice given in any other manner shall be effective
only if and when received:



	 	 	 	 	 
	 

	 	If to Executive:
	 	Christopher L. Martin
	 

	 	 	 	4505 Holt
	 

	 	 	 	Bellaire, Texas 77401
	 

	 	 	 	Fax: (713) 661-7922
	 
	 	 	 	 
	 

	 	If to Company:
	 	HCC Insurance Holdings, Inc.
	 

	 	 	 	13403 Northwest Freeway
	 

	 	 	 	Houston, Texas 77040
	 

	 	 	 	Attn: Chief Executive Officer
	 

	 	 	 	Fax: (713) 462-2401






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	 	with a copy (which shall not	 	 
	 

	 	constitute notice) to:
	 	Arthur S. Berner, Esq.
	 

	 	 	 	Haynes and Boone, L.L.P.
	 

	 	 	 	1 Houston Center
	 

	 	 	 	1221 McKinney, Suite 2100
	 

	 	 	 	Houston, Texas 77010
	 

	 	 	 	Fax: (713) 236-5417






     9. Waiver. No waiver by either party to this Agreement of any right to enforce any
term or condition of this Agreement, or of any breach hereof, shall be deemed a waiver of such
right in the future or of any other right or remedy available under this Agreement.



     10. Severability. If any provision of this Agreement is determined to be void,
invalid, unenforceable, or against public policy, such provisions shall be deemed severable from
the Agreement, and the remaining provisions of the Agreement will remain unaffected and in full
force and effect.



     11. Entire Agreement. The terms and provisions contained herein shall constitute the
entire agreement between the parties with respect to Executive’s employment with Company during the
time period covered by this Agreement. This Agreement replaces and supersedes any and all existing
Agreements entered into between Executive and the Company relating generally to the same subject
matter, if any, including without limitation that certain Employment Agreement dated January 1,
2003, as amended, and any continuing obligations of the parties thereunder. This Agreement shall
be binding upon Executive’s heirs, executors, administrators, or other legal representatives or
assigns.



     12. Modification of Agreement. This Agreement may not be changed or modified or
released or discharged or abandoned or otherwise terminated, in whole or in part, except by an
instrument in writing signed by Executive and an officer or other authorized executive of Company.



     13. Understand Agreement. Executive represents and warrants that he has read and
understood each and every provision of this Agreement, and Executive understands that he has the
right to obtain advice from legal counsel of his choice, if necessary and desired, in order to
interpret any and all provisions of this Agreement, and that Executive has freely and voluntarily
entered into this Agreement.



     14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.



     15. Jurisdiction and Venue. With respect to any litigation regarding this Agreement,
Executive agrees to venue in the state or federal courts in Harris County, Texas, and agrees to
waive and does hereby waive any defenses and/or arguments based upon improper venue and/or lack of
personal jurisdiction. By entering into this Agreement, Executive agrees to personal jurisdiction
in the state and federal courts in Harris County, Texas.



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     16. Tolling. If Executive violates any of the restrictions contained in Sections 5(c)
or (e), the Restricted Period and the Non-Solicitation Period, respectively, will be suspended and
will not run in favor of Executive from the time of the commencement of any violation until the
time when Executive cures the violation to the Company’s satisfaction.



[remainder of this page intentionally left blank]




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     IN WITNESS WHEREOF, the Parties have executed this Agreement in multiple copies, effective as
of the date set forth above.



	 	 	 	 	 
	 

	 	 	 	 
	EXECUTIVE :	 	 
	 
	 	 	 	 
	Christopher L. Martin

	 	 
	 
	 	 	 	 
	  /s/ Christopher L. Martin	 	 
	 	 	 
	 
	 	 	 	 
	COMPANY:	 	 
	 
	 	 	 	 
	HCC Insurance Holdings, Inc.	 	 
	 
	 	 	 	 
	By:

	 	  /s/ Stephen L. Way	 	 
	 

	 	 	 	 
	 

	 	STEPHEN L. WAY,	 	 
	 

	 	Chairman and Chief Executive Officer	 	 






Signature Page

Employment Agreement — Martin





 









 








APPENDIX 1

PERQUISITES





	1.	 	Resident club membership and dues at The Houstonian.
	 
	2.	 	Car allowance of $750 per month.