S-3ASR

As filed with the Securities and Exchange Commission on March 23, 2009

Registration No. 333-          

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

HCC Insurance Holdings, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	76-0336636
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

HCC Capital Trust I

(Exact name of Registrant as specified in its charter)

Delaware	76-6494416
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

HCC Capital Trust II

(Exact name of Registrant as specified in its charter)

Delaware	76-6494417
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

13403 Northwest Freeway

Houston, Texas 77040

(713) 690-7300

(Address, including zip code, and telephone number, including area code, of

each Registrant’s principal executive offices)

RANDY D. RINICELLA, ESQ.

Senior Vice President and General Counsel

13403 Northwest Freeway

Houston, Texas 77040

(713) 744-9648

(Name, address including zip code, and telephone number, including area code,

of agent for service)

Copy to:

ARTHUR S. BERNER, ESQ.

Haynes and Boone, LLP

1221 McKinney Street, Suite 2100

Houston, Texas 77010

(713) 547-2526

Approximate date of commencement of proposed sale to the public:  From time to time after the Registration Statement becomes effective, as determined by the applicable Registrant.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  o

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of earlier effective registration statement for the same offering.  o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ

(continued on next page)

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

		Amount of
		Registration Fee
		Proposed Maximum
Title of Each Class of	Amount	Aggregate Offering
Securities to be Registered	to be Registered(1)	Price(1)
Common Stock of HCC Insurance Holdings, Inc. (par value $1.00 per share)
Debt Securities of HCC Insurance Holdings, Inc.
Warrants of HCC Insurance Holdings, Inc.
Trust Preferred Securities of HCC Capital Trust I and HCC Capital Trust II(4)
Guarantees of HCC Insurance Holdings, Inc. with respect to Trust Preferred Securities(4)
Total	$1,000,000,000	$1,000,000,000	(2)(3)

(1)	An indeterminate number or principal amount of common stock, debt securities, warrants and guarantees of HCC Insurance Holdings, Inc., and trust preferred securities of HCC Capital Trust I and HCC Capital Trust II, as may from time to time be issued at indeterminate prices, with an aggregate offering price not to exceed $1,000,000,000.
(2)	The registration fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933 in reliance on Rule 456(b). The Registrants previously paid $90,206 of filing fees, which are being applied to offset the filing fees due for this Registration Statement. The Registrants hereby elect to defer the payment of any additional filing fees pursuant to Rule 456(b) and to pay such additional filing fees on a pay-as-you-go basis. As a result, Rule 457(r) provides that the table does not need to specify the information as to the amount to be registered, the proposed maximum aggregate offering price, or the amount of registration fee for any class of security listed, and that the registration fee shall be subsequently calculated based on the applicable fee payment rates in effect on the date of the payment of the fees.
(3)	This registration statement is filed in accordance with Rule 415(a)(6) under the Securities Act and registers only securities that were previously registered on Form S-3 filed on May 25, 2006, File No. 333-134484, the “Prior Registration Statement,” and remain unsold. In accordance with Rule 415(a)(6), the Registrants are carrying over $90,206 in unused filing fees and the offering of the unsold securities registered under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement.
(4)	No separate consideration will be received for the guarantees of the trust preferred securities. Debt securities may be purchased by each of HCC Capital Trust I and HCC Capital Trust II with the proceeds of the sale of the trust preferred securities, in which case no separate consideration will be received for the debt securities. Such debt securities may later be distributed to the holders of trust preferred securities.

PROSPECTUS

HCC Insurance Holdings, Inc.

Common Stock

Debt Securities

Warrants

Guarantees

HCC Capital Trust I

HCC Capital Trust II

Trust Preferred Securities

Fully and Unconditionally Guaranteed

by HCC Insurance Holdings, Inc.

We or either of the Trusts may offer from time to time up to $1,000,000,000 of any combination of the securities described in this prospectus. Neither we, nor the Trusts, will offer or sell any securities under this prospectus unless accompanied by a prospectus supplement or a prospectus contained in a post-effective amendment to the registration statement of which this prospectus is a part.

We may offer and sell, from time to time:

•  shares of our common stock;

•  debt securities;

•  warrants to purchase our debt securities or our common stock; and

•  guarantees of trust preferred securities sold by a Trust.

Each Trust may offer and sell, from time to time, trust preferred securities representing undivided beneficial interests in the assets of the respective Trust.

We will provide the specific terms of these securities in one or more supplements to this prospectus, a prospectus contained in a post-effective amendment, or documents we incorporate herein by reference. You should read this prospectus, any prospectus supplement, any prospectus contained in a post-effective amendment and the documents incorporated herein by reference carefully before you invest in these securities.

We may sell the securities directly, or through agents designated from time to time, or to or through underwriters or dealers. If any underwriters are involved in the sale of any securities, their names and any applicable commissions or discounts will be set forth in a prospectus supplement, in a prospectus contained in a post-effective amendment or in the documents we incorporate herein by reference.

Our common stock is listed on the New York Stock Exchange under the Symbol “HCC.” The last reported sale price on March 20, 2009 was $24.21 per share.

Investing in our common stock involves risks.  You should consider the “Risk Factors” described in any accompanying prospectus supplement, any prospectus contained in a post-effective amendment and in the documents we incorporate by reference in this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy of this prospectus or whether it is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is March 23, 2009.

TABLE OF CONTENTS

EX-5.1

EX-5.2

EX-23.1

EX-24.1

EX-25.1

EX-25.2

EX-25.3

EX-25.4

EX-25.5

EX-25.6

EX-25.7

ABOUT THIS PROSPECTUS

As used in this prospectus, unless otherwise required by the context, the terms “we,” “us,” “our” and the “Company” refer to HCC Insurance Holdings, Inc. and its consolidated subsidiaries, and the term “HCC” refers only to HCC Insurance Holdings, Inc. References to a “Trust” refer to either HCC Capital Trust I or HCC Capital Trust II, which are the Delaware statutory business trusts that we have formed to issue the trust preferred securities that may be issued under this prospectus.

This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission using an “automatic shelf” registration process for “well-known seasoned issuers.” Under the automatic shelf registration process, we may offer and sell from time to time any combination of shares of our common stock, debt securities, warrants to purchase our debt securities or our common stock, and guarantees of trust preferred securities sold by a Trust. In addition, a Trust may offer and sell, from time to time, trust preferred securities representing undivided beneficial interests in assets of the respective Trust. Our securities and those of the Trusts may be offered in one or more offerings with a total offering price of up to $1,000,000,000. Each time we use this prospectus to offer securities, we will provide a prospectus supplement or a prospectus contained in a post-effective amendment to the registration statement of which this prospectus is a part that will contain or will indicate where specific information about the terms of that offering may be obtained. The prospectus supplement, the prospectus contained in a post-effective amendment or the documents we incorporate herein by reference may also add, update or change information contained in this prospectus. Please carefully read this prospectus, any prospectus supplement, any prospectus contained in a post-effective amendment and the documents incorporated by reference in the prospectus together with the additional information described under “Where You Can Find More Information” before you make an investment decision.

You should rely only on the information contained in this prospectus, the applicable prospectus supplement and the applicable prospectus contained in a post-effective amendment. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. Neither the delivery of this prospectus, any prospectus supplement or any prospectus contained in a post-effective amendment, nor any offer or sale under any such prospectus shall, under any circumstances, create any implication that there has been no change in our business, risks related to our business, financial condition, results of operations and prospects, that the information contained in any such prospectus is accurate as of any date other than the date of such prospectus, or that any information incorporated by reference in any such prospectus is accurate at any time subsequent to its date.

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RISK FACTORS

Investing in our securities involves risk.  Please see the risk factors described in our most recent Annual Report on Form 10-K, which are incorporated by reference in this prospectus. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations. Additional risk factors may be included in a prospectus supplement relating to a particular series or offering of securities. These risks could materially affect our business, results of operations or financial condition and cause the value of our securities to decline.

ABOUT FORWARD-LOOKING STATEMENTS

This prospectus contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements include information about possible or assumed future results of our operations. All statements, other than statements of historical facts, included or incorporated by reference in this prospectus that address activities, events or developments that we expect or anticipate may occur in the future, including such things as growth of our business and operations, business strategy, competitive strengths, goals, plans, future capital expenditures and references to future successes may be considered forward-looking statements. Also, when we use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “probably” or similar expressions, we are making forward-looking statements.

Many risks and uncertainties may impact the matters addressed in these forward-looking statements, which could affect our future financial results and performance, including, among other things:

•  the effects of catastrophic losses;

•  the cyclical nature of the insurance business;

•  inherent uncertainties in the loss estimation process, which can adversely impact the adequacy of loss reserves;

•  the effects of emerging claim and coverage issues;

•  the effects of extensive governmental regulation of the insurance industry;

•  potential credit risk with brokers;

•  our assessment of underwriting risk;

•  our retention of risk, which could expose us to potential losses;

•  the adequacy of reinsurance protection;

•  the ability or willingness of reinsurers to pay balances due us;

•  the occurrence of terrorist activities;

•  our ability to maintain our competitive position;

•  changes in our assigned financial strength ratings;

•  our ability to raise capital and funds for liquidity in the future;

•  attraction and retention of qualified employees;

•  fluctuations in securities markets, which may reduce the value of our investment assets, reduce investment income or generate realized investment losses;

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•  our ability to successfully expand our business through the acquisition of insurance-related companies;

•  impairment of goodwill;

•  the ability of our insurance company subsidiaries to pay dividends in needed amounts;

•  fluctuations in foreign exchange rates;

•  failures of our information technology systems;

•  potential changes to the country’s health care delivery system; and

•  change of control.

You should consider these risks and those we set out or incorporate into the “Risk Factors” section of this prospectus before you purchase our securities.

These events or factors could cause our results or performance to differ materially from those expressed in, or implied by, our forward-looking statements. Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and, therefore, also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. In light of the significant uncertainties inherent in the forward-looking statements that are included in this prospectus, our inclusion of this information is not a representation by us or any other person that our objectives and plans will be achieved.

Our forward-looking statements speak only at the date made, and we will not update these forward-looking statements unless the securities laws require us to do so. In light of these risks, uncertainties and assumptions, any forward-looking events discussed in this prospectus may not occur.

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THE COMPANY

We are a Delaware corporation, which was formed in 1991. Our predecessor corporation was formed in 1974.

We provide specialized property and casualty, surety, and group life, accident and health insurance coverages and related agency and reinsurance brokerage services to commercial customers and individuals. We concentrate our activities in selected, narrowly defined, specialty lines of business. We operate primarily in the United States, the United Kingdom, Spain, Bermuda and Ireland. Some of our operations have a broader international scope. We underwrite insurance both on a direct basis, where we insure a risk in exchange for a premium, and on a reinsurance (assumed) basis, where we insure all or a portion of another, or ceding, insurance company’s risk in exchange for all or a portion of the premium for the risk. We market our products both directly to customers and through a network of independent and affiliated ceding insurance company’s brokers, producers, agents and third-party administrators.

Our principal executive offices are located at 13403 Northwest Freeway, Houston, Texas 77040 and our telephone number is (713) 690-7300. We maintain a website at www.hcc.com. The reference to our website address does not constitute incorporation by reference of the information contained at the website in this prospectus.

THE TRUSTS

Each Trust is a statutory business trust that we have formed under Delaware law. For each Trust there is a trust agreement among HCC, as depositor, U.S. Bank National Association, as property trustee, and U.S. Bank Trust National Association, as Delaware trustee. For each Trust there is also a certificate of trust filed with the Delaware Secretary of State. When we are ready to issue and sell securities through the Trust, the trust agreement will be amended to read substantially like the form of amended and restated trust agreement that is filed with the SEC as an exhibit to the registration statement of which this prospectus is a part. Each trust agreement has been qualified as an indenture under the Trust Indenture Act of 1939.

The Trusts have no separate financial statements. Separate financial statements would not be material to holders of the trust preferred securities because the Trusts have no independent operations.

The principal executive office of each Trust is 13403 Northwest Freeway, Houston, Texas 77040, and its telephone number is (713) 690-7300.

USE OF PROCEEDS

Except as otherwise described in the applicable prospectus supplement or prospectus contained in a post-effective amendment, or in documents that we incorporate herein by reference, we intend to use the net proceeds from the sale of our securities (either to the Trusts or directly to the public) for general corporate purposes, including, but not limited to, the following purposes:

•  make acquisitions;

•  contribute capital to insurance company subsidiaries;

•  make capital expenditures;

•  provide working capital;

•  purchase equity or fixed income investments;

•  repay or refinance debt or other corporate obligations; or

•  repurchase and redeem securities.

Pending any specific application, we may initially invest funds in short-term marketable securities or apply them to the reduction of short-term indebtedness.

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Each Trust will use all of the proceeds it receives from the sale of its trust preferred securities to purchase from us debt securities that will provide the funds for that Trust’s payments to purchasers of its trust preferred securities.

RATIO OF EARNINGS TO FIXED CHARGES

The ratio of our earnings to fixed charges for the periods indicated are as follows:

	2008		2007		2006		2005		2004
Ratio of earnings to fixed charges		23.20		41.77		34.24		25.65		21.58

For these ratios, fixed charges consist of interest expense, including amounts capitalized and amortization of capitalized expenses related to indebtedness, and 33% of rent expense, which represents a reasonable approximation of the interest factor of rent expense. Earnings consist of earnings from continuing operations before income tax expense plus fixed charges.

DESCRIPTION OF SECURITIES

We may offer and sell, from time to time:

•  shares of our common stock;

•  debt securities;

•  warrants to purchase our debt securities or our common stock; and

•  guarantees of trust preferred securities sold by a Trust.

A Trust may offer and sell, from time to time, trust preferred securities representing undivided beneficial interests in the assets of the respective Trust. HCC will guarantee the trust preferred securities.

We will provide the specific terms of these securities in one or more supplements to this prospectus or prospectuses contained in a post-effective amendment, or the documents that we incorporate herein by reference.

CERTAIN LEGAL MATTERS

Unless otherwise indicated in the applicable prospectus supplements or prospectus contained in a post-effective amendment or the documents we incorporate herein by reference, the validity of the securities offered by this prospectus will be passed upon (a) for us by Haynes and Boone, LLP, our legal counsel, and (b) for the Trusts (with respect to the validity of the trust preferred securities under Delaware law) by Richards, Layton & Finger, P.A., Wilmington, Delaware, special Delaware counsel to us and the Trusts.

EXPERTS

The financial statements, financial statement schedules and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K of HCC Insurance Holdings, Inc. for the year ended December 31, 2008 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an internet site http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers (including us) that file documents with the SEC electronically. Our SEC filings

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may be obtained from that website. Please call the SEC at 1-800-SEC-0330 for further information on the public reference facilities. You may also read and copy any document we file with the SEC at the following SEC public reference facility:

Public Reference Room
100 F Street, N.E.
Washington, D.C. 20549

You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549, by e-mailing the Public Reference Room of the SEC at publicinfo@sec.gov, or by facsimile at (202) 777-1027.

The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until we terminate the offering:

•  Our Annual Report on Form 10-K for the year ended December 31, 2008; and

•  Our Current Report on Form 8-K filed on February 23, 2009 and February 25, 2009 (in all cases, to the extent these items were “filed” with the SEC and not “furnished”).

Any person, including any beneficial owner, may request a copy of these filings, at no cost, by writing or telephoning us at the following address and telephone number:

Investor Relations
HCC Insurance Holdings, Inc.
13403 Northwest Freeway
Houston, TX 77040
713-690-7300

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HCC Insurance Holdings, Inc.

Common Stock

Debt Securities

Warrants

Guarantees

HCC Capital Trust I

HCC Capital Trust II

Trust Preferred Securities

Fully and Unconditionally Guaranteed

by HCC Insurance Holdings, Inc.

PROSPECTUS

March 23, 2009

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.   Other Expenses of Issuance and Distribution.

SEC Registration Fee			†
Printing	$	100,000	*
Accounting Fees and Expenses	$	50,000	*
Legal Fees and Expenses	$	75,000	*
Transfer Agent Fees	$	5,000	*
Transfer Fees and Expenses	$	30,000	*
Rating Agency Fees and Expenses	$	100,000	*
Blue Sky Fees and Expenses	$	10,000	*
Miscellaneous	$	20,000	*
Total	$	390,000	*

*	Estimated
†	Deferred in accordance with Rule 457(r) and Rule 456(b) of the Securities Act of 1933

ITEM 15.   Indemnification of Directors and Officers.

HCC Insurance Holdings, Inc. (the “Company”) is incorporated under the laws of the State of Delaware. Subsection (b)(7) of Section 102 of the Delaware General Corporation Law (the “DGCL”) enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its shareholders for monetary damages for breach of the director’s fiduciary duty, except (i) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) for any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which the director derived an improper personal benefit.

Article X of the Company’s restated certificate of incorporation, as amended, limits directors’ personal liability to the extent permitted under Section 174.

Section 145 of the DGCL (“Section 145”) provides that a Delaware corporation may indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director has actually and reasonably incurred.

Article IX of the Company’s certificate of incorporation, as amended, requires the Company to indemnify the Company’s directors and officers to the extent permitted under Section 145.

Article VII of the Company’s amended and restated bylaws provides that the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or

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in the right of the Company), by reason of the fact that he is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceedings, had reasonable cause to believe that his conduct was unlawful.

The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened pending, or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the Court or Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

The determination of whether an incumbent or former director or officer is entitled to indemnification because it has met the applicable standards of conduct set forth above is to be made, unless ordered by a court: (i) by a majority vote of a quorum consisting of directors who at the time of the vote are not parties to the proceeding; (ii) if such quorum cannot be obtained, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (iii) by a vote of shareholders of the Company. The amended and restated bylaws further provide that the expenses (including attorneys’ fees) incurred by a director or officer in defending any civil, criminal, administrative, or investigative action, suit, or proceeding shall be paid or reimbursed by the Company in advance of the final disposition of such action, suit, or proceeding upon receipt of a written undertaking by or on behalf of the director or officer to repay the amount paid or reimbursed if it is ultimately determined that he is not entitled to be indemnified by the Company as authorized in the amended and restated bylaws.

The Company’s amended and restated bylaws also provide that the Company may indemnify to the extent of the provisions set forth therein, any person, other than an officer or director, who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he is or was an employee or agent of the Company, or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, if such person makes written application for such indemnification to the Board of Directors and the Board of Directors so determines that indemnification is appropriate and the extent thereof.

The Company’s amended and restated bylaws further provide that the indemnification described therein is not exclusive, and shall not exclude any other rights to which those seeking to be indemnified may be entitled under statute, any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and to his action in another capacity while holding such office.

The Amended and Restated Trust Agreement for each of the Trusts will provide for the indemnification by the Company to the fullest extent permitted by applicable law of a Trustee, an Administrator, a Paying Agent, any affiliate of any of such parties, any officer, director, shareholder, member, partner, employee, representative or agent of a Trustee, or an employee or agent of the Trusts or their affiliates. The Company

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will also be obligated to advance expenses, including legal expenses, from time to time upon the indemnified party’s written affirmation that such party believes in good faith to have met the standard of conduct set forth in the Trust Agreement and an undertaking to repay any amounts advanced if such party is not entitled to indemnification.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.

ITEM 16.   Exhibits and Financial Statement Schedules.

Items denoted by a letter are incorporated by reference to other documents previously filed with the Securities and Exchange Commission as set forth at the end of this table. Items not denoted by a letter but denoted with an * are being filed herewith.

Exhibit
Number			Exhibit
	1	.1(a)	Form of Underwriting Agreement (Common Stock of HCC Insurance Holdings, Inc.).
	1	.2(a)	Form of Underwriting Agreement (Senior Debt Securities and Junior Subordinated Debt Securities of HCC Insurance Holdings, Inc.).
	3	.1(b)	Amended & Restated Bylaws of HCC Insurance Holdings, Inc.
	3	.2(c)	Restated Certificate of Incorporation and Amendment thereto of HCC Insurance Holdings, Inc.
	3	.3(d)	Certificate of Trust of HCC Capital Trust I.
	3	.4(d)	Certificate of Trust of HCC Capital Trust II.
	4	.1(d)	Form of Indenture for Senior Debt Securities issued by HCC Insurance Holdings, Inc.
	4	.2(d)	Form of Subordinated Indenture for Junior Subordinated Debt Securities issued by HCC Insurance Holdings, Inc.
	4	.3(d)	Form of Subordinated Indenture for Junior Subordinated Debt Securities issued by HCC Insurance Holdings, Inc. to HCC Capital Trust I or HCC Capital Trust II.
	4	.4(d)	Trust Agreement of HCC Capital Trust I.
	4	.5(d)	Trust Agreement of HCC Capital Trust II.
	4	.6(d)	Form of Amended and Restated Trust Agreement of HCC Capital Trust I and HCC Capital Trust II.
	4	.7(d)	Form of Trust Preferred Securities Guarantee of HCC Insurance Holdings, Inc. with respect to the trust preferred securities issued by HCC Capital Trust I and HCC Capital Trust II.
	4	.8(e)	Specimen of Common Stock certificate, $1.00 par value, of HCC Insurance Holdings, Inc.
	5	.1*	Opinion of Haynes and Boone, L.L.P., counsel for HCC Insurance Holdings, Inc.
	5	.2*	Opinion of Richards, Layton & Finger, P.A., counsel to HCC Capital Trust I and HCC Capital Trust II.
	12	.1(f)	Statement of Ratio of Earnings to Fixed Charges.
	23	.1*	Consent of Independent Registered Public Accounting Firm PricewaterhouseCoopers LLP dated March 20, 2009.
	23	.2*	Consent of Haynes and Boone, L.L.P. (included in Exhibit 5.1).
	23	.3*	Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2).
	24	.1*	Powers of Attorney.
	25	.1*	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of U.S. Bank National Association, as Trustee under the Indenture (Senior Debt Securities issued by HCC Insurance Holdings, Inc.).
	25	.2*	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of U.S. Bank National Association, as Trustee under the Subordinated Indenture (Junior Subordinated Debt Securities issued by HCC Insurance Holdings, Inc.).

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Exhibit
Number			Exhibit
	25	.3*	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of U.S. Bank National Association, as Trustee under the Subordinated Indenture (Junior Subordinated Debt Securities issued by HCC to HCC Capital Trust I or HCC Capital Trust II).
	25	.4*	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of U.S. Bank Trust National Association, as Property Trustee for the Amended and Restated Trust Agreement of HCC Capital Trust I.
	25	.5*	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of U.S. Bank Trust National Association, as Property Trustee for the Amended and Restated Trust Agreement of HCC Capital Trust II.
	25	.6*	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of U.S. Bank Trust National Association, as Guarantee Trustee under the Guarantee of HCC Insurance Holdings, Inc. for the benefit of the holders of Trust Preferred Securities of HCC Capital Trust I.
	25	.7*	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of U.S. Bank Trust National Association, as Guarantee Trustee under the Guarantee of HCC Insurance Holdings, Inc. for the benefit of the holders of Trust Preferred Securities of HCC Capital Trust II.

(a)	Incorporated by reference to the Exhibits to HCC Insurance Holdings, Inc.’s Registration Statement on Form S-3 (Registration No. 333-58350) filed on July 18, 2001.
(b)	Incorporated by reference to the Exhibits to HCC Insurance Holdings, Inc.’s Current Report on Form 8-K filed on April 3, 2008.
(c)	Incorporated by reference to the Exhibits to HCC Insurance Holdings, Inc.’s Registration Statement on Form S-8 (Registration No. 333-61687) filed on August 17, 1998.
(d)	Incorporated by reference to the Exhibits to HCC Insurance Holdings, Inc.’s Registration Statement on Form S-3 (Registration No. 333-46432) filed on September 22, 2000.
(e)	Incorporated by reference to the Exhibits to HCC Insurance Holdings, Inc.’s Registration Statement on Form S-1 (Registration No. 33-48737) filed on October 27, 1992.
(f)	Incorporated by reference to the Exhibits to HCC Insurance Holding, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008.

ITEM 17.   Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

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Provided, however , That:

Paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the registration statement is on Form S-3 (§ 239.13 of this chapter) and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) (§ 230.424(b) of this chapter) that is part of the registration statement.

(2) That, for the purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser:

(i) If the registrant is relying on Rule 430B (§ 230.430B of this chapter):

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (§ 230.424(b)(3) of this chapter) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (§ 230.424(b)(2), (b)(5), or (b)(7) of this chapter) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (§ 230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424 of this chapter);

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

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(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

(8) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, HCC Insurance Holdings, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 20th day of March, 2009.

HCC INSURANCE HOLDINGS, INC.

/s/  Frank J. Bramanti

Frank J. Bramanti,

Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, Texas, on the 20th day of March, 2009.

Signature	Title
/s/  FRANK J. BRAMANTI Frank J. Bramanti	Chief Executive Officer and Director (Principal Executive Officer)
/s/  PATRICK B. COLLINS* Patrick B. Collins	Director
/s/  J. ROBERT DICKERSON* J. Robert Dickerson	Director
/s/  WALTER M. DUER* Walter M. Duer	Director
/s/  EDWARD H. ELLIS, JR. Edward H. Ellis, Jr.	Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer)
/s/  JAMES C. FLAGG* James C. Flagg	Director
/s/  ALLAN W. FULKERSON* Allan W. Fulkerson	Director
/s/  THOMAS M. HAMILTON* Thomas M. Hamilton	Director
/s/  JOHN N. MOLBECK, JR.* John N. Molbeck, Jr.	President, Chief Operating Officer and Director
/s/  JAMES E. OESTERREICHER* James E. Oesterreicher	Director
/s/  PAMELA J. PENNY Pamela J. Penny	Executive Vice President and Chief Accounting Officer (Principal Accounting Officer)

Signature		Title
/s/  MICHAEL A.F. ROBERTS* Michael A.F. Roberts		Director
/s/  ROBERT A. ROSHOLT* Robert A. Rosholt		Director
/s/  CHRISTOPHER J.B. WILLIAMS* Christopher J.B. Williams		Chairman of the Board, Director
/s/  SCOTT W. WISE* Scott W. Wise		Director
*By:	/s/  PAMELA J. PENNY Pamela J. Penny, Attorney-in-fact

Pursuant to the requirements of the Securities Act of 1933, HCC Capital Trust I certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 20th day of March, 2009.

HCC CAPITAL TRUST I
HCC INSURANCE HOLDINGS, INC.,
as Depositor

/s/  Frank J. Bramanti

Frank J. Bramanti,

Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, HCC Capital Trust II certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 20th day of March, 2009.

HCC CAPITAL TRUST II
HCC INSURANCE HOLDINGS, INC.,
as Depositor

/s/  Frank J. Bramanti

Frank J. Bramanti,

Chief Executive Officer

INDEX TO EXHIBITS

Items denoted by a letter are incorporated by reference to other documents previously filed with the Securities and Exchange Commission as set forth at the end of this table. Items not denoted by a letter but denoted with an * are being filed herewith.

Exhibit
Number			Exhibit
	1	.1(a)	Form of Underwriting Agreement (Common Stock of HCC Insurance Holdings, Inc.).
	1	.2(a)	Form of Underwriting Agreement (Senior Debt Securities and Junior Subordinated Debt Securities of HCC Insurance Holdings, Inc.).
	3	.1(b)	Amended & Restated Bylaws of HCC Insurance Holdings, Inc.
	3	.2(c)	Restated Certificate of Incorporation and Amendment thereto of HCC Insurance Holdings, Inc.
	3	.3(d)	Certificate of Trust of HCC Capital Trust I.
	3	.4(d)	Certificate of Trust of HCC Capital Trust II.
	4	.1(d)	Form of Indenture for Senior Debt Securities issued by HCC Insurance Holdings, Inc.
	4	.2(d)	Form of Subordinated Indenture for Junior Subordinated Debt Securities issued by HCC Insurance Holdings, Inc.
	4	.3(d)	Form of Subordinated Indenture for Junior Subordinated Debt Securities issued by HCC Insurance Holdings, Inc. to HCC Capital Trust I or HCC Capital Trust II.
	4	.4(d)	Trust Agreement of HCC Capital Trust I.
	4	.5(d)	Trust Agreement of HCC Capital Trust II.
	4	.6(d)	Form of Amended and Restated Trust Agreement of HCC Capital Trust I and HCC Capital Trust II.
	4	.7(d)	Form of Trust Preferred Securities Guarantee of HCC Insurance Holdings, Inc. with respect to the trust preferred securities issued by HCC Capital Trust I and HCC Capital Trust II.
	4	.8(e)	Specimen of Common Stock certificate, $1.00 par value, of HCC Insurance Holdings, Inc.
	5	.1*	Opinion of Haynes and Boone, L.L.P., counsel for HCC Insurance Holdings, Inc.
	5	.2*	Opinion of Richards, Layton & Finger, P.A., counsel to HCC Capital Trust I and HCC Capital Trust II.
	12	.1(f)	Statement of Ratio of Earnings to Fixed Charges.
	23	.1*	Consent of Independent Registered Public Accounting Firm PricewaterhouseCoopers LLP dated March 20, 2009.
	23	.2*	Consent of Haynes and Boone, L.L.P. (included in Exhibit 5.1).
	23	.3*	Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2).
	24	.1*	Powers of Attorney.
	25	.1*	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of U.S. Bank National Association, as Trustee under the Indenture (Senior Debt Securities issued by HCC Insurance Holdings, Inc.).
	25	.2*	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of U.S. Bank National Association, as Trustee under the Subordinated Indenture (Junior Subordinated Debt Securities issued by HCC Insurance Holdings, Inc.).
	25	.3*	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of U.S. Bank National Association, as Trustee under the Subordinated Indenture (Junior Subordinated Debt Securities issued by HCC to HCC Capital Trust I or HCC Capital Trust II).
	25	.4*	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of U.S. Bank Trust National Association, as Property Trustee for the Amended and Restated Trust Agreement of HCC Capital Trust I.
	25	.5*	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of U.S. Bank Trust National Association, as Property Trustee for the Amended and Restated Trust Agreement of HCC Capital Trust II.
	25	.6*	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of U.S. Bank Trust National Association, as Guarantee Trustee under the Guarantee of HCC Insurance Holdings, Inc. for the benefit of the holders of Trust Preferred Securities of HCC Capital Trust I.
	25	.7*	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of U.S. Bank Trust National Association, as Guarantee Trustee under the Guarantee of HCC Insurance Holdings, Inc. for the benefit of the holders of Trust Preferred Securities of HCC Capital Trust II.

(a)	Incorporated by reference to the Exhibits to HCC Insurance Holdings, Inc.’s Registration Statement on Form S-3 (Registration No. 333-58350) filed on July 18, 2001.
(b)	Incorporated by reference to the Exhibits to HCC Insurance Holdings, Inc.’s Current Report on Form 8-K filed on April 3, 2008.
(c)	Incorporated by reference to the Exhibits to HCC Insurance Holdings, Inc.’s Registration Statement on Form S-8 (Registration No. 333-61687) filed on August 17, 1998.
(d)	Incorporated by reference to the Exhibits to HCC Insurance Holdings, Inc.’s Registration Statement on Form S-3 (Registration No. 333-46432) filed on September 22, 2000.
(e)	Incorporated by reference to the Exhibits to HCC Insurance Holdings, Inc.’s Registration Statement on Form S-1 (Registration No. 33-48737) filed on October 27, 1992.
(f)	Incorporated by reference to the Exhibits to HCC Insurance Holding, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008.

EX-5.1

Exhibit 5.1

March 23, 2009

HCC Insurance Holdings, Inc.
13403 Northwest Freeway
Houston, Texas 77040

Ladies and Gentlemen:

     We have acted as counsel for HCC Insurance Holdings, Inc., a Delaware corporation (the “Company”), with respect to certain legal matters in connection with the automatic shelf registration by the Company, under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale by the Company from time to time, pursuant to Rule 415 under the Securities Act, of (1) debt securities of the Company (the “Debt Securities”), (2) shares of common stock, par value $1.00 per share, of the Company (the “Common Stock”), and (3) warrants for the purchase of Common Stock or Debt Securities (the “Warrants” and, together with the Debt Securities and the Common Stock, the “Securities”).

     This opinion is further delivered in connection with the offer and sale by the Company and HCC Capital Trust I and HCC Capital Trust II, each trust a business trust formed under the Business Trust Act of the state of Delaware (each trust an “HCC Trust” and collectively, the “HCC Trusts,” and together with the Company, the “Registrants”) in connection with the automatic shelf registration under the Securities Act by the Registrants of (1) preferred securities of each of the HCC Trusts (the “Trust Preferred Securities”); (2) guarantees by the Company of any Trust Preferred Securities issued by an HCC Trust (the “Guarantees”); and (3) unsecured debt securities of the Company (the “Trust Debt Securities”). The Trust Debt Securities, the Trust Preferred Securities and the Guarantees are collectively referred to herein as the “Trust Securities.”

     The aggregate initial offering price of the Securities and the Trust Securities to be offered and sold by Registrants, pursuant to an automatic shelf registration statement on Form S-3 (the “Registration Statement”), to which this opinion is an exhibit, will not exceed $1,000,000,000. The Securities will be offered in amounts, at prices, and on terms to be

HCC Insurance Holdings, Inc.
March 23, 2009
Page 2

determined in light of market conditions at the time of sale and to be set forth in supplements to the prospectus (each a “Prospectus Supplement”).

     We have examined originals or copies, certified or otherwise and identified to our satisfaction, of (1) the Certificate of Incorporation and Bylaws of the Company, each as amended and/or restated to the date hereof; (2) the Registration Statement; and (3) such other certificates, statutes, instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed. In addition, we have further examined (1) the proposed form of Indenture for the Debt Securities and for the Trust Debt Securities from the Company to U.S. Bank National Association (successor to Wachovia Bank, National Association and First Union National Bank), as Trustee (the “Indentures”) providing for the issuance of the Trust Debt Securities or Debt Securities from time to time in one or more series pursuant to the terms of one or more Securities Resolutions (as defined in the Indenture) creating such series; (2) Trust Agreements among the Company, U.S. Bank National Association (successor to Wachovia Bank, National Association and First Union National Bank), as Property Trustee and U.S. Bank Trust National Association (successor to Wachovia Trust Company, N.A. and First Union Trust Company, N.A.), as Delaware Trustee (the “Trust Agreements”); (3) other exhibits to the Registration Statement relating to the Securities and the Trust Securities; and (4) corporate proceedings of the Registrants relating to the Registration Statement, the Indenture, the Trust Agreements, the Guarantees and the transactions contemplated thereby. In addition, we reviewed such questions of law we considered appropriate.

     In connection with this opinion, we have assumed that (i) the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective; (ii) a Prospectus Supplement will have been prepared and filed with the Securities and Exchange Commission (the “Commission”) describing the Securities or Trust Securities offered thereby; (iii) all Securities and Trust Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the applicable Prospectus Supplement; (iv) the Indentures, a warrant agreement (“Warrant Agreement”) relating to the Warrants, each Trust Agreement and the Guarantees will each

HCC Insurance Holdings, Inc.
March 23, 2009
Page 3

be duly authorized, executed and delivered by the parties thereto; (v) each person signing an Indenture, a Warrant Agreement, a Trust Agreement and a Guarantee will have the legal capacity and authority to do so; (vi) at the time of any offering or sale of any shares of Common Stock, that the Company shall have such number of shares of Common Stock, as set forth in such offering or sale, authorized or created and available for issuance; (vii) a definitive purchase, underwriting or similar agreement with respect to any Securities or Trust Securities offered will have been duly authorized and validly executed and delivered by the Company and the other parties thereto; and (viii) any Securities or Trust Securities issuable upon conversion, exchange or exercise of any Debt Securities, Warrant or Trust Debt Securities being offered will have been duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange or exercise.

     Based on the foregoing, and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that:

(i) When (a) the applicable Indenture relating either to senior Debt Securities, subordinated Debt Securities, junior subordinated Debt Securities or Trust Debt Securities has been duly qualified under the Trust Indenture Act of 1939, as amended, (b) the Board of Directors of the Company (or a committee thereof) and/or the HCC Trusts has taken all necessary corporate or similar action to approve the issuance and terms of any such Debt Securities or Trust Debt Securities or Guarantee, (c) the terms of such Debt Securities or Trust Debt Securities or Guarantee and of their issuance and sale have been duly established in conformity with the applicable Indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company or the HCC Trusts and so as to comply with any requirements or restrictions imposed by any court or governmental body having jurisdiction over the Company or the HCC Trusts, (d) any shares of Common Stock issuable upon the conversion of such Debt Securities or Trust Debt Securities, if applicable, have been duly and validly authorized for issuance and (e) such Debt Securities or Trust Debt Securities have been

HCC Insurance Holdings, Inc.
March 23, 2009
Page 4

	duly executed and authenticated in accordance with the applicable Indenture and issued and sold as contemplated in the Registration Statement, such Debt Securities, Trust Debt Securities or Guarantee will constitute valid and legally binding obligations of the Company and/or the applicable HCC Trust respectively, subject to bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law), and the qualification that the remedy of specific performance and injunctive or other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought.
(ii)	When (a) the terms of any Warrant and of their issuance and sale have been duly established in conformity with the applicable Warrant Agreement so as not to violate any applicable law or result in a default under, or breach of, any agreement or instrument binding upon the Company and so as to comply with any requirements or restrictions imposed by any court or governmental body having jurisdiction over the Company, and (b) the Warrants have been duly executed and authenticated in accordance with the applicable Warrant Agreement and issued and sold as contemplated in the Registration Statement, the Warrants will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).
(iii)	The Common Stock when authorized and sold as contemplated in the Registration Statement, will be duly authorized, validly issued, fully-paid and non-assessable.

HCC Insurance Holdings, Inc.
March 23, 2009
Page 5

     As to the legality of the Trust Preferred Securities to be issued by the HCC Trusts, you are receiving the opinion of Richards, Layton & Finger, special Delaware counsel to the HCC Trusts and the Company.

     Our opinions expressed herein are limited in all respects to the laws of the State of Texas, the laws of the State of Delaware (including the Delaware General Corporation Law), the federal laws of United States, and, solely with respect to the opinions expressed in paragraph (i) above, the laws of the State of New York.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in any Prospectus Supplement that forms a part of the Registration Statement and to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.

Very truly yours,

HAYNES AND BOONE, LLP
 

/s/ HAYNES AND BOONE, LLP  

EX-5.2

Exhibit 5.2

March 23, 2009

HCC Capital Trust I
HCC Capital Trust II
13403 Northwest Freeway
Houston, Texas 77040-6094

          Re:      HCC Capital Trust I and HCC Capital Trust II

Ladies and Gentlemen:

          We have acted as special Delaware counsel for HCC Insurance Holdings, Inc., a Delaware corporation (the “Company”), HCC Capital Trust I, a Delaware statutory trust (“Trust I”), and HCC Capital Trust II, a Delaware statutory trust (“Trust II”) (Trust I and Trust II are hereinafter collectively referred to as the “Trusts” and sometimes hereinafter individually referred to as a “Trust”), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

          For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following:

          (a) The Certificate of Trust of Trust I, dated September 19, 2000, as filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on September 19, 2000, as amended by the Certificate of Amendment to Certificate of Trust of Trust I, dated February 29, 2008, as filed with the Secretary of State on March 4, 2008 (as so amended, the “Trust I Certificate”);

          (b) The Certificate of Trust of Trust II, dated September 19, 2000, as filed with the Secretary of State on September 19, 2000, as amended by the Certificate of Amendment to Certificate of Trust of Trust II, dated February 29, 2008, as filed with the Secretary of State on March 4, 2008 (as so amended, the “Trust II Certificate” and collectively, with the Trust I Certificate, the “Trust Certificates”);

          (c) The Trust Agreement of Trust I, dated as of September 19, 2000, between the Company and the trustees of Trust I named therein;

          (d) The Trust Agreement of Trust II, dated as of September 19, 2000, between the Company and the trustees of Trust II named therein;

          (e) The Registration Statement (the “Registration Statement”) on Form S-3, including a prospectus (the “Prospectus”), relating to the Preferred Securities of the Trusts representing preferred undivided beneficial interests in the assets of the Trusts (each, a

HCC Capital Trust I
HCC Capital Trust II
March 23, 2009
Page 2

“Preferred Security” and collectively, the “Preferred Securities”), to be filed by the Company and the Trusts with the Securities and Exchange Commission on or about March 20, 2009;

          (f) A form of Amended and Restated Trust Agreement for each of the Trusts, to be entered into between the Company, the trustees of the Trust named therein, and the holders, from time to time, of the undivided beneficial interests in the assets of such Trust (including Exhibits A, C and D thereto) (collectively, the “Trust Agreements” and individually, a “Trust Agreement”), attached as an exhibit to the Registration Statement; and

          (g) A Certificate of Good Standing for each of the Trusts, dated March 20, 2009, obtained from the Secretary of State.

          Initially capitalized terms used herein and not otherwise defined are used as defined in the Trust Agreements.

          For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (g) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (g) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

          With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.

          For purposes of this opinion, we have assumed (i) that each of the Trust Agreements constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the creation, operation and termination of the applicable Trust, and that the Trust Agreements and the Trust Certificates are in full force and effect and have not been amended, (ii) except to the extent provided in paragraph 1 below, the due creation, due organization or due formation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its creation, organization or formation, (iii) the legal capacity of natural persons who are parties to the documents examined by us, (iv) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) the due authorization, execution and delivery by all parties thereto of all documents examined by us, (vi) the receipt by each Person to whom a Preferred Security is to be issued by the Trusts (collectively, the “Preferred Security Holders”) of a Preferred Security Certificate for such Preferred Security and the payment for such Preferred Security, in

HCC Capital Trust I
HCC Capital Trust II
March 23, 2009
Page 3

accordance with the Trust Agreements and the Registration Statement, and (vii) that the Preferred Securities are issued and sold to the Preferred Security Holders in accordance with the Trust Agreements and the Registration Statement. We have not participated in the preparation of the Registration Statement and assume no responsibility for its contents.

     This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware, but including the Statutory Trust Act and the Constitution of the State Delaware and reported judicial decisions interpreting such laws), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder which are currently in effect.

     Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

     1. Each of the Trusts has been duly created and is validly existing in good standing as a statutory trust under the Statutory Trust Act (12 Del. C. § 3801, et seq.).

     2. The Preferred Securities of each Trust will represent valid and, subject to the qualifications set forth in paragraph 3 below, fully paid and nonassessable undivided beneficial interests in the assets of the applicable Trust.

     3. The Preferred Security Holders, as beneficial owners of the applicable Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that the Preferred Security Holders may be obligated to make payments as set forth in the Trust Agreements.

     We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. We hereby consent to the use of our name under the heading “Certain Legal Matters” in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Except as stated above, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, any other person for any purpose.

Very truly yours,

/s/ Richards, Layton & Finger, P.A. 

CDK/KAK

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 2, 2009 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in HCC Insurance Holdings, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Houston, Texas
March 23, 2009

EX-24.1

Exhibit 24

POWER OF ATTORNEY

     Know all men by these presents, that the undersigned constitutes and appoints Frank J. Bramanti and Pamela J. Penny, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this registration statement on Form S-3 and any and all amendments to this registration statement (including post-effective amendments) of HCC Insurance Holdings, Inc. and to file same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and/or any state securities department or any other federal or state agency or governmental authority granting unto such attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all extents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may do or cause to be done by virtue hereof.

March 20, 2009	/s/ PATRICK B. COLLINS
	Patrick B. Collins

POWER OF ATTORNEY

     Know all men by these presents, that the undersigned constitutes and appoints Frank J. Bramanti and Pamela J. Penny, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this registration statement on Form S-3 and any and all amendments to this registration statement (including post-effective amendments) of HCC Insurance Holdings, Inc. and to file same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and/or any state securities department or any other federal or state agency or governmental authority granting unto such attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all extents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may do or cause to be done by virtue hereof.

March 20, 2009	/s/ J. ROBERT DICKERSON
	J. Robert Dickerson

POWER OF ATTORNEY

     Know all men by these presents, that the undersigned constitutes and appoints Frank J. Bramanti and Pamela J. Penny, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this registration statement on Form S-3 and any and all amendments to this registration statement (including post-effective amendments) of HCC Insurance Holdings, Inc. and to file same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and/or any state securities department or any other federal or state agency or governmental authority granting unto such attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all extents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may do or cause to be done by virtue hereof.

March 20, 2009	/s/ WALTER M. DUER
	Walter M. Duer

POWER OF ATTORNEY

     Know all men by these presents, that the undersigned constitutes and appoints Frank J. Bramanti and Pamela J. Penny, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this registration statement on Form S-3 and any and all amendments to this registration statement (including post-effective amendments) of HCC Insurance Holdings, Inc. and to file same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and/or any state securities department or any other federal or state agency or governmental authority granting unto such attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all extents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may do or cause to be done by virtue hereof.

March 20, 2009	/s/ EDWARD H. ELLIS
	Edward H. Ellis, Jr.

POWER OF ATTORNEY

     Know all men by these presents, that the undersigned constitutes and appoints Frank J. Bramanti and Pamela J. Penny, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this registration statement on Form S-3 and any and all amendments to this registration statement (including post-effective amendments) of HCC Insurance Holdings, Inc. and to file same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and/or any state securities department or any other federal or state agency or governmental authority granting unto such attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all extents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may do or cause to be done by virtue hereof.

March 20, 2009	/s/ JAMES C. FLAGG
	James C. Flagg

POWER OF ATTORNEY

     Know all men by these presents, that the undersigned constitutes and appoints Frank J. Bramanti and Pamela J. Penny, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this registration statement on Form S-3 and any and all amendments to this registration statement (including post-effective amendments) of HCC Insurance Holdings, Inc. and to file same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and/or any state securities department or any other federal or state agency or governmental authority granting unto such attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all extents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may do or cause to be done by virtue hereof.

March 20, 2009	/s/ ALLAN W. FULKERSON
	Allan W. Fulkerson

POWER OF ATTORNEY

     Know all men by these presents, that the undersigned constitutes and appoints Frank J. Bramanti and Pamela J. Penny, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this registration statement on Form S-3 and any and all amendments to this registration statement (including post-effective amendments) of HCC Insurance Holdings, Inc. and to file same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and/or any state securities department or any other federal or state agency or governmental authority granting unto such attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all extents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may do or cause to be done by virtue hereof.

March 20, 2009	/s/ THOMAS M. HAMILTON
	Thomas M. Hamilton

POWER OF ATTORNEY

     Know all men by these presents, that the undersigned constitutes and appoints Frank J. Bramanti and Pamela J. Penny, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this registration statement on Form S-3 and any and all amendments to this registration statement (including post-effective amendments) of HCC Insurance Holdings, Inc. and to file same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and/or any state securities department or any other federal or state agency or governmental authority granting unto such attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all extents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may do or cause to be done by virtue hereof.

March 20, 2009	/s/ JOHN N. MOLBECK, JR.
	John N. Molbeck, Jr.

POWER OF ATTORNEY

     Know all men by these presents, that the undersigned constitutes and appoints Frank J. Bramanti and Pamela J. Penny, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this registration statement on Form S-3 and any and all amendments to this registration statement (including post-effective amendments) of HCC Insurance Holdings, Inc. and to file same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and/or any state securities department or any other federal or state agency or governmental authority granting unto such attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all extents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may do or cause to be done by virtue hereof.

March 20, 2009	/s/ JAMES E. OESTERREICHER
	James E. Oesterreicher

POWER OF ATTORNEY

     Know all men by these presents, that the undersigned constitutes and appoints Frank J. Bramanti and Pamela J. Penny, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this registration statement on Form S-3 and any and all amendments to this registration statement (including post-effective amendments) of HCC Insurance Holdings, Inc. and to file same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and/or any state securities department or any other federal or state agency or governmental authority granting unto such attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all extents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may do or cause to be done by virtue hereof.

March 20, 2009	/s/ MICHAEL A. F. ROBERTS
	Michael. A. F. Roberts

POWER OF ATTORNEY

     Know all men by these presents, that the undersigned constitutes and appoints Frank J. Bramanti and Pamela J. Penny, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this registration statement on Form S-3 and any and all amendments to this registration statement (including post-effective amendments) of HCC Insurance Holdings, Inc. and to file same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and/or any state securities department or any other federal or state agency or governmental authority granting unto such attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all extents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may do or cause to be done by virtue hereof.

March 20, 2009	/s/ ROBERT A. ROSHOLT
	Robert A. Rosholt

POWER OF ATTORNEY

     Know all men by these presents, that the undersigned constitutes and appoints Frank J. Bramanti and Pamela J. Penny, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this registration statement on Form S-3 and any and all amendments to this registration statement (including post-effective amendments) of HCC Insurance Holdings, Inc. and to file same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and/or any state securities department or any other federal or state agency or governmental authority granting unto such attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all extents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may do or cause to be done by virtue hereof.

March 20, 2009	/s/ CHRISTOPHER J.B. WILLIAMS
	Christopher J.B. Williams

POWER OF ATTORNEY

     Know all men by these presents, that the undersigned constitutes and appoints Frank J. Bramanti and Pamela J. Penny, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this registration statement on Form S-3 and any and all amendments to this registration statement (including post-effective amendments) of HCC Insurance Holdings, Inc. and to file same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and/or any state securities department or any other federal or state agency or governmental authority granting unto such attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all extents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may do or cause to be done by virtue hereof.

March 20, 2009	/s/ SCOTT W. WISE
	Scott W. Wise

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.

800 Nicollet Mall
Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Steven A. Finklea
U.S. Bank National Association
5555 San Felipe, Suite 1150
Houston, Texas 77056
(713) 235-9208
(Name, address and telephone number of agent for service)

HCC Insurance Holdings, Inc.
(Issuer with respect to the Securities)

Delaware	76-0336636
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

13403 Northwest Freeway
Houston, TX	77040
(Address of Principal Executive Offices)	(Zip Code)

Senior Debt Securities
(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency
Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1.	A copy of the Articles of Association of the Trustee.*
2.	A copy of the certificate of authority of the Trustee to commence business.*
3.	A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*
4.	A copy of the existing bylaws of the Trustee..**
5.	A copy of each Indenture referred to in Item 4. Not applicable.
6.	The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.
7.	Report of Condition of the Trustee as of December 31, 2008 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

*	Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
**	Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-145601 filed on August 21, 2007.

2

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Houston, State of Texas on the 26th of February, 2009.

By:	/s/ Steven A. Finklea
	Steven A. Finklea
	Vice President

By:	/s/ Brad A. Hounsel
	Brad A. Hounsel
	Vice President

3

Exhibit 6

CONSENT

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: February 26, 2009

By:	/s/ Steven A. Finklea
	Steven A. Finklea
	Vice President

By:	/s/ Brad A. Hounsel
	Brad A. Hounsel
	Vice President

4

Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2008

($000’s)

	12/31/2008
Assets
Cash and Balances Due From Depository Institutions	$	8,077,564
Securities		37,455,111
Federal Funds		3,290,350
Loans & Lease Financing Receivables		180,437,040
Fixed Assets		4,522,546
Intangible Assets		12,495,040
Other Assets		15,497,940
Total Assets	$	261,775,591
Liabilities
Deposits	$	171,980,048
Fed Funds		11,861,941
Treasury Demand Notes		0
Trading Liabilities		1,919,265
Other Borrowed Money		39,187,106
Acceptances		0
Subordinated Notes and Debentures		7,329,967
Other Liabilities		6,647,510
Total Liabilities	$	238,925,837
Equity
Minority Interest in Subsidiaries	$	1,664,422
Common and Preferred Stock		18,200
Surplus		12,597,620
Undivided Profits		8,569,512
Total Equity Capital	$	22,849,754
Total Liabilities and Equity Capital	$	261,775,591

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association

By:	/s/ Steven A. Finklea
	Vice President

Date: February 26, 2009

5

EX-25.2

Exhibit 25.2

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.

800 Nicollet Mall
Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Steven A. Finklea
U.S. Bank National Association
5555 San Felipe, Suite 1150
Houston, Texas 77056
(713) 235-9208
(Name, address and telephone number of agent for service)

HCC Insurance Holdings, Inc.
(Issuer with respect to the Securities)

Delaware	76-0336636
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

13403 Northwest Freeway Houston, TX	77040
(Address of Principal Executive Offices)	(Zip Code)

Junior Subordinated Debt Securities
(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency
Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15	Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.
Item 16.	LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1.	A copy of the Articles of Association of the Trustee.*
2.	A copy of the certificate of authority of the Trustee to commence business.*
3.	A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*
4.	A copy of the existing bylaws of the Trustee..**
5.	A copy of each Indenture referred to in Item 4. Not applicable.
6.	The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.
7.	Report of Condition of the Trustee as of December 31, 2008 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

*	Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
**	Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-145601 filed on August 21, 2007.

2

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Houston, State of Texas on the 26th of February, 2009.

By:	/s/ Steven A. Finklea
	Steven A. Finklea
	Vice President

By:	/s/ Brad A. Hounsel Brad A. Hounsel
	Vice President

3

Exhibit 6

CONSENT

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: February 26, 2009

By:	/s/ Steven A. Finklea
	Steven A. Finklea
	Vice President

By:	/s/ Brad A. Hounsel
	Brad A. Hounsel
	Vice President

4

Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2008

($000’s)

	12/31/2008
Assets
Cash and Balances Due From Depository Institutions	$	8,077,564
Securities		37,455,111
Federal Funds		3,290,350
Loans & Lease Financing Receivables		180,437,040
Fixed Assets		4,522,546
Intangible Assets		12,495,040
Other Assets		15,497,940
Total Assets	$	261,775,591
Liabilities
Deposits	$	171,980,048
Fed Funds		11,861,941
Treasury Demand Notes		0
Trading Liabilities		1,919,265
Other Borrowed Money		39,187,106
Acceptances		0
Subordinated Notes and Debentures		7,329,967
Other Liabilities		6,647,510
Total Liabilities	$	238,925,837
Equity
Minority Interest in Subsidiaries	$	1,664,422
Common and Preferred Stock		18,200
Surplus		12,597,620
Undivided Profits		8,569,512
Total Equity Capital	$	22,849,754
Total Liabilities and Equity Capital	$	261,775,591

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association

By: /s/ Steven A. Finklea   Vice President

Date: February 26, 2009

5

EX-25.3

Exhibit 25.3

securities and exchange commission
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.

800 Nicollet Mall
Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Steven A. Finklea
U.S. Bank National Association
5555 San Felipe, Suite 1150
Houston, Texas 77056
(713) 235-9208
(Name, address and telephone number of agent for service)

HCC Insurance Holdings, Inc.
(Issuer with respect to the Securities)

Delaware	76-0336636
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
13403 Northwest Freeway
Houston, TX	77040
(Address of Principal Executive Offices)	(Zip Code)

Junior Subordinated Debt Securities
Issued to HCC Capital Trust I or HCC Capital Trust II
(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency
Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1.	A copy of the Articles of Association of the Trustee.*
2.	A copy of the certificate of authority of the Trustee to commence business.*
3.	A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*
4.	A copy of the existing bylaws of the Trustee..**
5.	A copy of each Indenture referred to in Item 4. Not applicable.
6.	The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.
7.	Report of Condition of the Trustee as of December 31, 2008 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

*	Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
**	Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-145601 filed on August 21, 2007.

2

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Houston, State of Texas on the 26th of February, 2009.

By:	/s/ Steven A. Finklea
	Steven A. Finklea
	Vice President

By:	/s/ Brad A. Hounsel
	Brad A. Hounsel
	Vice President

3

Exhibit 6

CONSENT

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: February 26, 2009

By:	/s/ Steven A. Finklea
	Steven A. Finklea
	Vice President

By:	/s/ Brad A. Hounsel
	Brad A. Hounsel
	Vice President

4

Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2008

($000’s)

	12/31/2008
Assets
Cash and Balances Due From Depository Institutions	$	8,077,564
Securities		37,455,111
Federal Funds		3,290,350
Loans & Lease Financing Receivables		180,437,040
Fixed Assets		4,522,546
Intangible Assets		12,495,040
Other Assets		15,497,940
Total Assets	$	261,775,591
Liabilities
Deposits	$	171,980,048
Fed Funds		11,861,941
Treasury Demand Notes		0
Trading Liabilities		1,919,265
Other Borrowed Money		39,187,106
Acceptances		0
Subordinated Notes and Debentures		7,329,967
Other Liabilities		6,647,510
Total Liabilities	$	238,925,837
Equity
Minority Interest in Subsidiaries	$	1,664,422
Common and Preferred Stock		18,200
Surplus		12,597,620
Undivided Profits		8,569,512
Total Equity Capital	$	22,849,754
Total Liabilities and Equity Capital	$	261,775,591

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association
By:	/s/ Steven A. Finklea
	Vice President

Date: February 26, 2009

5

EX-25.4

UNITED STATES
Securities and Exchange Commission

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF U.S. BANK TRUST NATIONAL ASSOCIATION
AS PROPERTY TRUSTEE FOR THE AMENDED AND RESTATED TRUST AGREEMENT OF HCC CAPITAL TRUST I
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)___

U.S. BANK TRUST NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

41-1973763
I.R.S. Employer Identification No.

300 Delaware Avenue, 9^th Floor
Wilmington, Delaware
(Address of principal executive offices) 19801
(Zip Code)

Annette Morgan
U.S. Bank Trust National Association
300 Delaware Avenue, 9^th floor
Wilmington, DE 19801
Telephone (302) 576-3706
(Name, address and telephone number of agent for service)

HCC Capital Trust I
(Exact name of obligor as specified in its charter)

Delaware	76-6494416
(State or other jurisdiction of	(I. R. S. Employer
incorporation or organization)	Identification No.)
c/o U.S. Bank Trust National Association
300 Delaware Avenue, 9th floor
Wilmington, DE	19801
(Address of principal executive offices)	(Zip Code)

TRUST PREFERRED SECURITIES

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency
Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Not applicable because, to the best of Trustee’s knowledge, the Trustee is not a trustee under any other indenture under which any other securities or certificates of interest or participation in any other securities of the obligor are outstanding and there is not, nor has there been, a default with respect to securities issued under this indenture.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1.	A copy of the Articles of Association of the Trustee now in effect, incorporated herein by reference to Exhibit 1 of Form T-1, Document 6 of Registration No. 333-84320.
2.	A copy of the certificate of authority of the Trustee to commence business, incorporated herein by reference to Exhibit 2 of Form T-1, Document 6 of Registration No. 333-84320.
3.	A copy of the certificate of authority of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 of Form T-1, Document 6 of Registration No. 333-84320.
4.	A copy of the existing bylaws of the Trustee, as now in effect, incorporated herein by reference to Exhibit 4 of Form T-1, Document 6 of Registration No. 333-113995.
5.	Not applicable.
6.	The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, incorporated herein by reference to Exhibit 6 of Form T-1, Document 6 of Registration No. 333-84320.
7.	Report of Condition of the Trustee as of December 31, 2008, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.
8.	Not applicable.
9.	Not applicable.

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, State of New York on the 20^th day of March, 2009.

U.S. BANK TRUST NATIONAL ASSOCIATION
By:	/s/Annette Morgan
	Name:	Annette Morgan
	Title:	Assistant Vice President

3

Exhibit 7

U.S. Bank Trust National Association
Statement of Financial Condition
As of December 31, 2008

($000’s)

	12/31/2008
Assets
Cash and Balances Due From Depository Institutions	$	506,824
Fixed Assets		66
Intangible Assets		69,906
Other Assets		25,042
Total Assets	$	601,838
Liabilities
Other Liabilities	$	18,818
Total Liabilities	$	18,818
Equity
Common and Preferred Stock	$	1,000
Surplus		505,932
Undivided Profits		76,088
Total Equity Capital	$	583,020
Total Liabilities and Equity Capital	$	601,838

To the best of the undersigned’s determination, as of this date the above financial information is true and correct.

U.S. Bank Trust National Association
By:	/s/ Annette Morgan
	Name:	Annette Morgan
	Title:	Assistant Vice President

Date: March 20, 2009

4

EX-25.5

Exhibit 25.5

UNITED STATES
securities and exchange commission

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF U.S. BANK TRUST NATIONAL ASSOCIATION
AS PROPERTY TRUSTEE FOR THE AMENDED AND RESTATED TRUST AGREEMENT OF HCC CAPITAL TRUST II
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)___

U.S. BANK TRUST NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

41-1973763
I.R.S. Employer Identification No.

300 Delaware Avenue, 9th Floor
Wilmington, Delaware (Address of principal executive offices)	19801 (Zip Code)

Annette Morgan
U.S. Bank Trust National Association
300 Delaware Avenue, 9^th floor
Wilmington, DE 19801
Telephone (302) 576-3706
(Name, address and telephone number of agent for service)

HCC Capital Trust II
(Exact name of obligor as specified in its charter)

Delaware	76-6494417
(State or other jurisdiction of incorporation or organization)	(I. R. S. Employer Identification No.)
c/o U.S. Bank Trust National Association 300 Delaware Avenue, 9th floor
Wilmington, DE (Address of principal executive offices)	19801 (Zip Code)

TRUST PREFERRED SECURITIES

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency
Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Not applicable because, to the best of Trustee’s knowledge, the Trustee is not a trustee under any other indenture under which any other securities or certificates of interest or participation in any other securities of the obligor are outstanding and there is not, nor has there been, a default with respect to securities issued under this indenture.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1.	A copy of the Articles of Association of the Trustee now in effect, incorporated herein by reference to Exhibit 1 of Form T-1, Document 6 of Registration No. 333-84320.
2.	A copy of the certificate of authority of the Trustee to commence business, incorporated herein by reference to Exhibit 2 of Form T-1, Document 6 of Registration No. 333-84320.
3.	A copy of the certificate of authority of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 of Form T-1, Document 6 of Registration No. 333-84320.
4.	A copy of the existing bylaws of the Trustee, as now in effect, incorporated herein by reference to Exhibit 4 of Form T-1, Document 6 of Registration No. 333-113995.
5.	Not applicable.
6.	The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, incorporated herein by reference to Exhibit 6 of Form T-1, Document 6 of Registration No. 333-84320.
7.	Report of Condition of the Trustee as of December 31, 2008, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.
8.	Not applicable.
9.	Not applicable.

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, State of New York on the 20^th day of March, 2009.

U.S. BANK TRUST NATIONAL ASSOCIATION
By:	/s/ Annette Morgan
	Name:	Annette Morgan
	Title:	Assistant Vice President

3

Exhibit 7

U.S. Bank Trust National Association
Statement of Financial Condition
As of December 31, 2008

($000’s)

	12/31/2008
Assets
Cash and Balances Due From Depository Institutions	$	506,824
Fixed Assets		66
Intangible Assets		69,906
Other Assets		25,042
Total Assets	$	601,838
Liabilities
Other Liabilities	$	18,818
Total Liabilities	$	18,818
Equity
Common and Preferred Stock	$	1,000
Surplus		505,932
Undivided Profits		76,088
Total Equity Capital	$	583,020
Total Liabilities and Equity Capital	$	601,838

To the best of the undersigned’s determination, as of this date the above financial information is true and correct.

U.S. Bank Trust National Association

By:	/s/ Annette Morgan
	Name:	Annette Morgan
	Title:	Assistant Vice President

Date: March 20, 2009

4

EX-25.6

Exhibit 25.6

UNITED STATES
securities and exchange commission

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF U.S. BANK TRUST NATIONAL ASSOCIATION
AS GUARANTEE TRUSTEE UNDER THE GUARANTEE OF HCC INSURANCE HOLDINGS, INC. FOR THE BENEFIT OF THE
HOLDERS OF TRUST PREFERRED SECURITIES OF HCC CAPITAL TRUST I
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)___

U.S. BANK TRUST NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

41-1973763
I.R.S. Employer Identification No.

300 Delaware Avenue, 9th Floor
Wilmington, Delaware (Address of principal executive offices)	19801 (Zip Code)

Annette Morgan
U.S. Bank Trust National Association
300 Delaware Avenue, 9^th floor
Wilmington, DE 19801
Telephone (302) 576-3706
(Name, address and telephone number of agent for service)

HCC Capital Trust I
(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	76-6494416 (I. R. S. Employer Identification No.)
c/o U.S. Bank Trust National Association 300 Delaware Avenue, 9th floor
Wilmington, DE (Address of principal executive offices)	19801 (Zip Code)

TRUST PREFERRED SECURITIES

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency
Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Not applicable because, to the best of Trustee’s knowledge, the Trustee is not a trustee under any other indenture under which any other securities or certificates of interest or participation in any other securities of the obligor are outstanding and there is not, nor has there been, a default with respect to securities issued under this indenture.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1.	A copy of the Articles of Association of the Trustee now in effect, incorporated herein by reference to Exhibit 1 of Form T-1, Document 6 of Registration No. 333-84320.
2.	A copy of the certificate of authority of the Trustee to commence business, incorporated herein by reference to Exhibit 2 of Form T-1, Document 6 of Registration No. 333-84320.
3.	A copy of the certificate of authority of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 of Form T-1, Document 6 of Registration No. 333-84320.
4.	A copy of the existing bylaws of the Trustee, as now in effect, incorporated herein by reference to Exhibit 4 of Form T-1, Document 6 of Registration No. 333-113995.
5.	Not applicable.
6.	The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, incorporated herein by reference to Exhibit 6 of Form T-1, Document 6 of Registration No. 333-84320.
7.	Report of Condition of the Trustee as of December 31, 2008, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.
8.	Not applicable.
9.	Not applicable.

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, State of New York on the 20^th day of March, 2009.

U.S. BANK TRUST NATIONAL ASSOCIATION
By:	/s/ Annette Morgan
	Name:	Annette Morgan
	Title:	Assistant Vice President

3

Exhibit 7

U.S. Bank Trust National Association
Statement of Financial Condition
As of December 31, 2008

($000’s)

	12/31/2008
Assets
Cash and Balances Due From Depository Institutions	$	506,824
Fixed Assets		66
Intangible Assets		69,906
Other Assets		25,042
Total Assets	$	601,838
Liabilities
Other Liabilities	$	18,818
Total Liabilities	$	18,818
Equity
Common and Preferred Stock	$	1,000
Surplus		505,932
Undivided Profits		76,088
Total Equity Capital	$	583,020
Total Liabilities and Equity Capital	$	601,838

To the best of the undersigned’s determination, as of this date the above financial information is true and correct.

U.S. Bank Trust National Association

By:	/s/ Annette Morgan
	Name:	Annette Morgan
	Title:	Assistant Vice President

Date: March 20, 2009

4

EX-25.7

Exhibit 25.7

UNITED STATES
securities and exchange commission

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF U.S. BANK TRUST NATIONAL ASSOCIATION
AS GUARANTEE TRUSTEE UNDER THE GUARANTEE OF HCC INSURANCE HOLDINGS, INC. FOR THE BENEFIT OF THE
HOLDERS OF TRUST PREFERRED SECURITIES OF HCC CAPITAL TRUST II
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)___

U.S. BANK TRUST NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

41-1973763
I.R.S. Employer Identification No.

300 Delaware Avenue, 9th Floor
Wilmington, Delaware (Address of principal executive offices)	19801 (Zip Code)

Annette Morgan
U.S. Bank Trust National Association
300 Delaware Avenue, 9^th floor
Wilmington, DE 19801
Telephone (302) 576-3706
(Name, address and telephone number of agent for service)

HCC Capital Trust II
(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	76-6494417 (I. R. S. Employer Identification No.)
c/o U.S. Bank Trust National Association 300 Delaware Avenue, 9th floor
Wilmington, DE (Address of principal executive offices)	19801 (Zip Code)

TRUST PREFERRED SECURITIES

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency
Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Not applicable because, to the best of Trustee’s knowledge, the Trustee is not a trustee under any other indenture under which any other securities or certificates of interest or participation in any other securities of the obligor are outstanding and there is not, nor has there been, a default with respect to securities issued under this indenture.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1.	A copy of the Articles of Association of the Trustee now in effect, incorporated herein by reference to Exhibit 1 of Form T-1, Document 6 of Registration No. 333-84320.
2.	A copy of the certificate of authority of the Trustee to commence business, incorporated herein by reference to Exhibit 2 of Form T-1, Document 6 of Registration No. 333-84320.
3.	A copy of the certificate of authority of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 of Form T-1, Document 6 of Registration No. 333-84320.
4.	A copy of the existing bylaws of the Trustee, as now in effect, incorporated herein by reference to Exhibit 4 of Form T-1, Document 6 of Registration No. 333-113995.
5.	Not applicable.
6.	The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, incorporated herein by reference to Exhibit 6 of Form T-1, Document 6 of Registration No. 333-84320.
7.	Report of Condition of the Trustee as of December 31, 2008, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.
8.	Not applicable.
9.	Not applicable.

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, State of New York on the 20^th day of March, 2009.

U.S. BANK TRUST NATIONAL ASSOCIATION
By:	/s/ Annette Morgan
	Name:	Annette Morgan
	Title:	Assistant Vice President

3

Exhibit 7

U.S. Bank Trust National Association
Statement of Financial Condition
As of December 31, 2008

($000’s)

	12/31/2008
Assets
Cash and Balances Due From Depository Institutions	$	506,824
Fixed Assets		66
Intangible Assets		69,906
Other Assets		25,042
Total Assets	$	601,838
Liabilities
Other Liabilities	$	18,818
Total Liabilities	$	18,818
Equity
Common and Preferred Stock	$	1,000
Surplus		505,932
Undivided Profits		76,088
Total Equity Capital	$	583,020
Total Liabilities and Equity Capital	$	601,838

To the best of the undersigned’s determination, as of this date the above financial information is true and correct.

U.S. Bank Trust National Association

By:	/s/ Annette Morgan
	Name:	Annette Morgan
	Title:	Assistant Vice President

Date: March 20, 2009

4