exv10w2






Exhibit 10.2




AMENDMENT TO

STOCK OPTION AGREEMENTS




     This AMENDMENT TO STOCK OPTION AGREEMENTS (the “Amendment”) is made and entered into effective
as of May 20, 2009 by and between HCC INSURANCE HOLDINGS, INC., a Delaware corporation (the
“Company”), and FRANK J. BRAMANTI (the “Executive”).





W
I T N E S S E
T H :




     WHEREAS, the Company and the Executive are party to (i) that certain Non-Employee Director
Stock Option Agreement Under the HCC Insurance Holdings, Inc. 2001 Flexible Incentive Plan dated
effective as of December 20, 2004; (ii) that certain Non-Employee Director Stock Option Agreement
Under the HCC Insurance Holdings, Inc. 2004 Flexible Incentive Plan dated effective as of January
5, 2006 (together with the agreement referenced in clause (i), the “Director Option Agreements”);
and (iii) that certain Non-Qualified Stock Option Agreement Under the HCC Insurance Holdings, Inc.
2004 Flexible Incentive Plan dated effective as of March 2, 2007 (the “Employee Option Agreement,”
and together with the Director Option Agreements, the “Option Agreements”);



     WHEREAS, the Company and the Executive desire to amend the Option Agreements as set forth
herein; and



     WHEREAS, the Compensation Committee of the Board of Directors has approved the amendment of
the Option Agreements as set forth herein.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and
other good and valuable consideration, the parties hereto agree as follows:



     3. Amendments to the Director Option Agreements.



     (a) Section 6(a) of each Director Option Agreement is amended by deleting the words “within
sixty (60) days after the termination of such employment or, if shorter, during the unexpired term
of this option,” and replacing them with “during the unexpired term of this option.”



     (b) Section 6(c) of each Director Option Agreement is amended by deleting the words “within
thirty (30) days after the termination of service or, if shorter, during the unexpired term of this
option,” and replacing them with “during the unexpired term of this option.”



     4. Amendments to the Employee Option Agreement.



     (a) Section 6(e) of the Employee Option Agreement is amended by deleting the words “within
sixty (60) days after the termination of such employment or, if shorter, during



 









 




the unexpired term of this option,” and replacing them with “during the unexpired term of this
option.”




     (b) Section 6(a) of the Employee Option Agreement is amended by deleting the words “within
thirty (30) days after the termination of such employment or, if shorter, during the unexpired term
of this option,” and replacing them with “during the unexpired term of this option.”



     5. Ratification. Except as expressly provided herein, all other terms and conditions
of the Option Agreements remain unchanged, and as expressly amended hereby, the Option Agreements
are ratified and confirmed in all respects and shall remain in full force and effect.



     IN WITNESS WHEREOF, the parties have duly executed this Amendment effective as of the date set
forth above.



HCC Insurance Holdings, Inc.




	 	 	 
	/s/ John N. Molbeck, Jr.

	 	/s/ Frank. J. Bramanti
	 

	 	 
	John N. Molbeck, Jr.,

President and Chief Executive Officer

Date: May 21, 2009     

	 	Frank J. Bramanti

Date: May 21, 2009