exv10w2






Exhibit 10.2




Execution Copy




FIRST AMENDMENT TO EMPLOYMENT AGREEMENT




     This First Amendment (the “First Amendment”) to that certain Employment Agreement dated
effective as of June 1, 2007 by and between HCC INSURANCE HOLDINGS, INC (the “Company” or “HCC”)
and MICHAEL J. SCHELL (“Executive”) (the “Agreement”) is effective as of December 19, 2008.
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 first sentence of Section 3(f) of the Agreement is deleted in its entirety and replaced with
the following:





The Company shall provide to Executive a term life insurance policy or
policies in an aggregate face amount of $1,000,000 and shall pay the premiums
therefor during the Term.


2. The first sentence of Section 5(c) of the Agreement is deleted in its entirety and replaced with
the following:





Executive agrees that Executive shall not, at any time during the period of
two (2) years after the termination of the Term for any reason other than
termination by the Company without Cause, 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 twelve (12) months of
Executive’s employ; 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 while employed by the
Company. In the event of a termination without Cause by the Company, the
restrictions in the preceding sentence shall not be applicable to Executive.


3. The first sentence of Section 5(d) of the Agreement is deleted in its entirety and replaced with
the following:





Executive further agrees that for a period of two (2) years after the
termination of the Term for any reason other than termination by the Company
without Cause, he will not solicit or accept any business from any customer or
client or prospective customer or client with whom Executive dealt or
solicited while employed by Company during the last twelve (12) months of his
employment. In the event of



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a termination without Cause by the Company, the restrictions in the preceding
sentence shall not be applicable to Executive.


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




     IN WITNESS WHEREOF, the parties have executed this First Amendment to be effective
as of December 19, 2008.



	 	 	 	 	 
	EXECUTIVE:

	 	COMPANY:
	 	 
	 
	 	 	 	 
	 

	 	HCC INSURANCE HOLDINGS, INC.	 	 
	 
	 	 	 	 
	/s/ Michael J. Schell
 


	 	/s/ Frank J. Bramanti
 

	 	 
	Michael J. Schell

	 	Frank J. Bramanti, 
Chief Executive Officer	 	 
	 
	 	 	 	 
	Date: December 19, 2008

	 	Date: December 19, 2008	 	 
	 
	 	 	 	 
	 

	 	Acknowledged by:	 	 
	 
	 	 	 	 
	 

	 	/s/ John N. Molbeck, Jr.
 

	 	 
	 

	 	John N. Molbeck, Jr.,

President and Chief Operating Officer	 	 







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