8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 10, 2006

HCC Insurance Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-13790	76-0336636
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

13403 Northwest Freeway Houston, Texas	77040-6094
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) 690-7300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry Into a Material Definitive Agreement.
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
Amendment to Mr. Ellis's Employment Agreement

Item 1.01 Entry Into a Material Definitive Agreement.

     On April 10, 2006, the Compensation Committee of the Board of Directors of HCC Insurance Holdings, Inc. (the “Company”) approved the following compensation awards for the 2005 year for the Executive Officers of the Company to be included as the “named executive officers” in the Company’s 2006 Proxy Statement:

Name and 2005 Title of Executive Officer	2005 Bonus	2005 Deferred Compensation
Stephen L. Way,   Chairman of the Board of Directors, Chief   Executive Officer and President	$1,000,000	$7,000,000
Edward H. Ellis, Jr.,   Executive Vice President and   Chief Financial Officer	$350,000	—
Craig J. Kelbel,   Executive Vice President of HCC;   President and Chief Executive Officer of   HCC Life Insurance Company	$150,000	—
Christopher L. Martin,   Executive Vice President,   General Counsel and Secretary	$75,000	—
Michael J. Schell,   Executive Vice President of HCC;   President and Chief Executive Officer   of Houston Casualty Company	$150,000	—

     Each of such Executive Officers are parties to employment agreements with the Company. Additional information with respect to such employment agreements and executive compensation matters will be included in the Company’s 2006 Proxy Statement to be filed with the Securities and Exchange Commission in April 2006.

     In addition, on April 10, 2006, but effective as of April 15, 2006, Edward H. Ellis, Jr. entered into an amendment to his Employment Agreement dated January 1, 2002. Under the amendment, the term of Mr. Ellis’ employment agreement is extended to December 31, 2008. Mr. Ellis’ base salary for 2006 will be $425,000, increasing by $25,000 in each subsequent year of his employment term. The remaining principal terms of Mr. Ellis’ employment agreement are unchanged by the amendment.

     The amendment is attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits

No.	Exhibit
10.1	Amendment to Mr. Ellis’ Employment Agreement dated effective as of April 15, 2006

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HCC INSURANCE HOLDINGS, INC.
Date: April 10, 2006	By:	/s/ Christopher L. Martin
		Christopher L. Martin,
		Executive Vice President and General Counsel

EXHIBIT INDEX

No.	Exhibit
10.1	Amendment to Mr. Ellis’ Employment Agreement dated effective as of April 15, 2006

EX-10.1

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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