RESTRICTED STOCK AWARD AGREEMENT
UNDER THE HCC INSURANCE HOLDINGS, INC.
2008 FLEXIBLE INCENTIVE PLAN
 Agreement Grant Date Company Plan
 WHEREAS,
 WHEREAS,
 WHEREAS,
 NOW, THEREFORE,
 Grant of Restricted Shares Restricted Shares)
  Section 3 Restriction Period)




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Section 2
 Section 2
 Restrictions
  Section 3
 Vesting Section 2
   subparagraph (b)
 2




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subsections (a) through (d) pro-rata subsection (a), (b), (c) or (d)
 subsections (a) through (d)
 Section 3
 Delivery of Share Certificates; Compliance with Securities Laws Section 1(b)
 Tax or Legal Consequences; Tax Withholding
   3




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Confidential Information Confidential Information
 Notices
 Amendments and Waivers
 4




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No Right to Continued Service
 Dividend and Voting Rights Section 2 or 3 Section 2 or 3
 Successors and Assigns; Binding Effect
 Entire Agreement
 Interpretation
 5




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Employee Acknowledgment
 Compliance with Code Section 409A
  Survival of Certain Provisions
 Severability
 Governing Law and Venue
 6




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Signature in Counterparts
 EXPIRATION OF AGREEMENT
 [SIGNATURE PAGE TO RESTRICTED STOCK AWARD AGREEMENT]
 [Signature page follows.]
 7




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DEFINITIONS APPENDIX
 Book Value divided by
 Cause
 (i)
    
    Material dishonesty by Employee which is not the result of an inadvertent or innocent
mistake of Employee with respect to the Company or any of its Subsidiaries;(ii)
    
    Willful misfeasance or nonfeasance of duty by Employee;(iii)
    
    Material violation by Employee of any material term of his then-current employment
agreement with the Company; or(iv)
    
    Conviction of Employee of any felony, any crime involving moral turpitude, or any
crime (other than a vehicular offense not involving DUI or personal injury) which in some
material fashion results in the injury of the Companys and any of its Subsidiaries
reputation, business, or business relationships.
  Certification Date Section 3
 Company Growth Rate
 A-1




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Cumulative Effect of Accounting Change
 Disability
 GAAP
 Good Reason
 (i)
    
    A material diminution in Employees authority, duties or responsibilities;(ii)
    
    A material diminution in Employees Base Salary (as defined in Employees then-current
employment agreement with the Company);(iii)
    
    A relocation of the Companys principal executive offices, or Employees relocation
to any place other than the principal executive offices, exceeding a distance of fifty (50)
miles from the Companys current executive office located in Houston, Texas, except for
reasonably required travel by Employee on the Companys business;(iv)
    
    Any material breach by the Company of any provision of his then-current employment
agreement with the Company; or(v)
    
    The termination or replacement of Employee as CEO of the Company, including after a
Change of Control.
  Growth Rate divided by raised to divided by (i.e.
 A-2




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minus multiplied by
 Parties Party
 Peer Company
 (i)
    
    The Travelers Companies, Inc. (TRV);(ii)
    
    American Financial Group Inc. (AFG);(iii)
    
    Argo Group International Holdings, Ltd. (AGII);(iv)
    
    The Chubb Corporation (CB);(v)
    
    Markel Corp. (MLK);(vi)
    
    W.R. Berkley Corporation (WRB);(vii)
    
    Navigators Group, Inc. (NAVG);(viii)
    
    RLI Corp. (RLI); and(ix)
    
    Old Republic International Corp. (ORI).
  Peer Group Growth Rate
 A-3




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Performance Period
 Performance Vesting Date
 A-4