-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H5uI6ceZTYMLlR++6btVWvHdFMn5zMRV6nrXCrHtvqvG+MEzFMOY4+MxLpgMVA1h ME4gaoLH0miVVu2Q82smrg== 0001047469-98-031935.txt : 19980818 0001047469-98-031935.hdr.sgml : 19980818 ACCESSION NUMBER: 0001047469-98-031935 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19980817 EFFECTIVENESS DATE: 19980817 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCC INSURANCE HOLDINGS INC/DE/ CENTRAL INDEX KEY: 0000888919 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 760336636 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-61673 FILM NUMBER: 98693189 BUSINESS ADDRESS: STREET 1: 13403 NORTHWEST FRWY CITY: HOUSTON STATE: TX ZIP: 77040-6094 BUSINESS PHONE: 7136907300 S-8 1 S-8 As filed with the Securities and Exchange Commission on August 17, 1998, Registration No. 333-_____________ - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 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 of Incorporation) (I.R.S. Employer Identification No.) 13403 NORTHWEST FREEWAY, HOUSTON, TEXAS 77040 (Address of principal executive offices) (zip code) HCC INSURANCE HOLDINGS, INC. 1996 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN AS RESTATED AND AMENDED (Full title of the plan) Copies of All Communications to: CHRISTOPHER L. MARTIN, VICE PRESIDENT ARTHUR S. BERNER, ESQ. AND GENERAL COUNSEL WINSTEAD SECHREST & MINICK P.C. 13403 NORTHWEST FREEWAY 910 TRAVIS STREET, STE 2400 HOUSTON, TEXAS 77040 HOUSTON, TEXAS 77002 (713) 462-1000 (713) 650-2729 (Name and address and telephone number, including area code, of agent for service) - ----------------------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------------------------- Proposed Proposed Title of Amount Maximum Maximum Amount of Securities Being Offering Price Aggregate Registration Being Registered Registered(1) Per Share(2) Offering Price(2) Fee - ----------------------------------------------------------------------------------------------- Common Stock, $1.00 par value per share 200,000 Shares (3) $20 $4,000,000 $1,180 - -----------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers an indeterminate number of shares as may be required to cover possible adjustments under the Plan by reason of any stock dividend, stock split, share combination, exchange of shares, recapitalization, merger, consolidation, separate reorganization or the like of or by the Registrant. (2) Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(h), based on the average of the high and low prices of the Common Stock of the Registrant on the New York Stock Exchange on August 13, 1998. (3) These shares represent the additional shares which were added to the Plan pursuant to an amendment which was adopted by the shareholders on May 21, 1998. The contents of the registration statement on Form S-8, Registration No. 333-14479, as filed on October 18, 1996, are incorporated herein by reference and shall continue in full force and effect. This registration statement on Form S-8 (the "Registration Statement") is being filed for the purpose of increasing the number of shares of Common Stock for which options may be granted under the 1996 Nonemployee Director Stock Option Plan as Restated and Amended (the "Plan") from 250,000 to 450,000, to refile Exhibit 4.1, the Restated Certificate of Incorporation to include the Certificate of Amendment of Certificate of Incorporation of the Registrant, and to refile Exhibit 4.4, the Plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents (as filed with the Securities and Exchange Commission (the "Commission") by the Registrant) are incorporated by reference in this Registration Statement: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and the Quarterly Reports on Form 10-Q for the periods ended March 31, 1998 and June 30, 1998. (b) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1997. (c) The description of the Common Stock contained in the Registrant's Prospectus filed with the Commission on September 3, 1993 as part of the Registrant's Registration Statement on Form S-1 (Registration No. 33-67342). (d) All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. ITEM 8. EXHIBITS. EXHIBIT NUMBER DESCRIPTION 4.1 Restated Certificate of Incorporation and Certificate of Amendment of Certificate of Incorporation of the Registrant, filed with the Delaware Secretary of State on July 23, 1996 and May 21, 1998, respectively - filed herewith. 4.4 HCC Insurance Holdings, Inc. 1996 Nonemployee Director Stock Option Plan as Restated and Amended- filed herewith. 5 Opinion of Winstead Sechrest & Minick P.C. as to the legality of the securities being registered - filed herewith.
2 EXHIBIT NUMBER DESCRIPTION 23.1 Consent of PricewaterhouseCoopers LLP, independent certified public accountants - filed herewith. 23.2 Consent of KPMG Peat Marwick LLP, independent certified public accountants - filed herewith. 23.3 Consent of Winstead Sechrest & Minick P.C. (included in the opinion filed as Exhibit 5 to this Registration Statement). 24 Powers of Attorney - filed herewith.
SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 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 17th day of August, 1998. HCC INSURANCE HOLDINGS, INC. /s/ STEPHEN L. WAY * ------------------------------------- By: Stephen L. Way Chairman of the Board and Chief Executive Officer Pursuant to the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE - --------- ----- ---- /s/ STEPHEN L. WAY * Chairman of the Board and August 17, 1998 - ------------------------- Chief Executive Officer Stephen L. Way (Principal Executive Officer) /s/ JAMES M. BERRY * Director August 17, 1998 - ------------------------- James M. Berry /s/ FRANK J. BRAMANTI Executive Vice President and August 17, 1998 - ------------------------- Director Frank J. Bramanti 3 /s/ PATRICK B. COLLINS * Director August 17, 1998 - ------------------------- Patrick B. Collins /s/ ROBERT DICKERSON * Director August 17, 1998 - ------------------------- J. Robert Dickerson /s/ EDWARD H. ELLIS, JR.* Senior Vice President and August 17, 1998 - ------------------------- Chief Financial Officer Edward H. Ellis, Jr. (Chief Accounting Officer) /s/ EDWIN H. FRANK, III * Director August 17, 1998 - ------------------------- Edwin H. Frank, III /s/ ALAN W. FULKERSON * Director August 17, 1998 - ------------------------- Alan W. Fulkerson /s/ WALTER J. LACK * Director August 17, 1998 - ------------------------- Walter J. Lack /s/ STEPHEN J. LOCKWOOD * Director and Vice Chairman August 17, 1998 - ------------------------- Stephen J. Lockwood /s/ JOHN N. MOLBECK, JR.* President and Director August 17, 1998 - ------------------------- John N. Molbeck, Jr. /s/ PETER B. SMITH, JR. * Executive Vice President and August 17, 1998 - ------------------------- Director Peter B. Smith, Jr. /s/ HUGH T. WILSON* Director August 17, 1998 - ------------------------- Hugh T. Wilson *By: /s/ FRANK J. BRAMANTI -------------------------- Frank J. Bramanti Attorney-in-Fact
4 EX-4.1 2 EXHIBIT 4.1 Exhibit 4.1 RESTATED CERTIFICATE OF INCORPORATION OF HCC INSURANCE HOLDINGS, INC. HCC INSURANCE HOLDINGS, INC., a corporation organized and existing under the laws of the State of Delaware (the "Corporation") hereby certifies as follows: 1. The name of the Corporation is HCC INSURANCE HOLDINGS, INC. which was originally incorporated under the name HCC Holdings, Inc., and the original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 27, 1991. 2. Pursuant to Section 245 of the General Corporation Law of the State of Delaware, this Restated Certificate is duly adopted by the Board of Directors without a vote of the shareholders. This Restated Certificate of Incorporation only restates and integrates and does not further amend the provisions of the Corporation's Certificate of Incorporation, as theretofore amended or supplemented, and there is no discrepancy between those provisions and the provisions of the Restated Certificate of Incorporation. 3. The text of the Restated Certificate of Incorporation is hereby restated and integrated to read in its entirety as follows: ARTICLE I The name of the Corporation is HCC INSURANCE HOLDINGS, INC. ARTICLE II The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. ARTICLE III The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. ARTICLE IV The total number of shares of all classes of stock which the Corporation shall be authorized to issue is one hundred million (100,000,000) shares of common stock, of the par value $1.00 per share ("Common Stock"). (a) VOTING RIGHTS. (1) COMMON STOCK. Except as set forth herein or as otherwise required by law, each outstanding share of Common Stock shall be entitled to vote on each matter on which the shareholders of the Corporation shall be entitled to vote, and each holder of Common Stock shall be entitled to one vote for each share of such stock held by such holder. (b) DIVIDENDS. The Board of Directors of the Corporation may cause dividends to be paid to holders of shares of Capital Stock out of funds legally available for the payment of dividends. (c) LIQUIDATION. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, all distributions on the Common Stock of the Corporation shall be payable to the holders of shares of Common Stock. ARTICLE V No shareholder of the Corporation shall have the right of cumulative voting at any election of directors or upon any other matter. No holder of securities of the Corporation shall be entitled as a matter of right, preemptive or otherwise, to subscribe for or purchase any securities of the Corporation now or hereafter authorized to be issued, or securities held in the treasury of the Corporation, whether issued or sold for cash or other consideration or as dividend or otherwise. Any such securities may be issued or disposed of by the Board of Directors to such persons on such terms as in its discretion it shall deem applicable. ARTICLE VI The Corporation is to have perpetual existence. ARTICLE VII The Board of Directors of the Corporation is expressly authorized to make, alter, or repeal the by-laws of the Corporation. Elections of directors need not be written by ballot. ARTICLE VIII The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon shareholders herein are granted subject to this reservation. ARTICLE IX (a) ACTIONS NOT BY OR IN THE RIGHT OF THE CORPORATION. The Corporation shall indemnify its officers and directors and may indemnify its other employees or agents to the fullest extent permitted by law if any such person 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, arbitrative, or investigative (other than an action by or in the right of the corporation ), by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another Corporation, partnership, joint venture, trust, or other enterprise, to the fullest extent authorized or permitted by the General Corporation Law of Delaware and any other applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), 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 Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. (b) ACTION BY OR IN THE RIGHT OF THE CORPORATION. The Corporation shall indemnify its officers and directors and may indemnify its other employees or agents to the fullest extent permitted by law if any such person 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 Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, to the fullest extent authorized or permitted by the General Corporation Law of Delaware and any other applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), 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 interest of the Corporation. Notwithstanding the foregoing, 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 Corporation unless and only to the extent that the Court of 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 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. (c) EXPENSES ALLOWED. Expenses incurred by an officer or director in defending a civil or criminal action, suit, or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized herein or otherwise. Such expense incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. (d) NOT EXCLUSIVE. Such right of indemnification shall not be deemed exclusive of any other rights to which such person may be entitled under any by-law, agreement, vote of stockholders, or otherwise. ARTICLE X No director of the Corporation shall be personally liable to the Corporation or any of its shareholders for monetary damages for breach of fiduciary duty or as a director, provided however, that the limitation of liability contained in this Article X shall not eliminate or limit the liability of a director: (1) For any breach of the director's duty of loyalty to the Corporation or its shareholders; (2) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (3) Under Section 174 of the General Corporation Law of Delaware; or (4) For any transaction from which the director derived an improper personal benefit. If the General Corporation Law of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the personal liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of Delaware, as so amended. Any repeal or modification of the provisions of this Article X by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification. IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been executed this 17th day of June, 1996 by Frank J. Bramanti, the Corporation's authorized officer. /s/ FRANK J. BRAMANTI ------------------------------- Frank J. Bramanti, Secretary Exhibit 4.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF HCC INSURANCE HOLDINGS, INC. Pursuant to Section 242 of the Delaware General Corporation Law, HCC Insurance Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the " Corporation"), does hereby certify: FIRST: The Certificate of Incorporation of the Corporation is hereby amended by deleting and replacing the first paragraph of Article Four of the Certificate of Incorporation. The new first paragraph of Article Four shall read as follows: "ARTICLE IV The total number of shares of all classes of stock which the Corporation shall be authorized to issue is two hundred fifty million (250,000,000) shares of common stock, of the par value $1.00 per share ("Common Stock")." SECOND: This amendment to the Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law. IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by Christopher L. Martin, its authorized officer, this 21st day of May, 1998. HCC INSURANCE HOLDINGS, INC. By: /s/ CHRISTOPHER L. MARTIN --------------------------------------- Christopher L. Martin, Secretary EX-4.4 3 EXHIBIT 4.4 Exhibit 4.4 HCC INSURANCE HOLDINGS, INC. 1996 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN AS RESTATED AND AMENDED 1. PURPOSE The HCC INSURANCE HOLDINGS, INC. 1996 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN (the "1996 Directors' Plan") is intended to promote the interest of HCC Insurance Holdings, Inc., a Delaware corporation (the "Company"), and its Shareholders by helping to award and retain highly-qualified independent directors, and allowing them to develop a sense of proprietorship and personal involvement in the development and financial success of the Company. Accordingly, the Company shall grant to members of the Board of Directors (the "Board") of the Company who are not employees of the Company or any of its subsidiaries ("Nonemployee Directors") the option ("Option") to purchase shares of the common stock of the Company ("Stock"), as hereinafter set forth. Options granted under the 1996 Director Plans' shall be options which do not constitute incentive stock options, within the meaning of Section 422(b) of the Internal Revenue Code of 1986, as amended. 2. OPTION AGREEMENTS Each Option shall be evidenced by a written agreement in the form attached to the 1996 Director Plan. 3. ELIGIBILITY OF OPTIONEE Options may be granted only to individuals who are Nonemployee Directors of the Company. Each Nonemployee Director who was serving on the Board of Directors of the Company on December 14, 1995, shall receive, as of such date and without the exercise of the discretion of any person or persons, an Option exercisable for 5,000 shares of Stock. Each individual becoming a Nonemployee Director (a "New Member") after April 1, 1997, shall on the date of his first election receive an Option exercisable for 12,500 shares of Stock (the "New Member Grant"). Such New Member Grant shall be provided from this 1996 Directors' Plan or from such other stock option plan which the Company has in effect. Each individual who is a Nonemployee Director as of the date of the last regularly scheduled Board of Directors meeting to be held in each calendar year (the "Date of Grant") and without the exercise of the discretion of any person or persons, will be granted an additional Option exercisable for 10,000 shares of Stock (subject to adjustment in the same manner as provided in Paragraph 7 hereof with respect to shares of Stock subject to Options then outstanding). If, as of any date that the 1996 Directors' Plan is in effect, there are not sufficient shares of Stock available under the 1996 Directors' Plan to allow for the grant to each Nonemployee Director of an Option for the number of shares provided herein, each Nonemployee Director shall receive an Option for a prorata share of the total number of shares of Stock then available under the 1996 Directors' Plan. All Options granted under the 1996 Directors' Plan shall be at the Option price set forth in Paragraph 5 hereof and shall be subject to adjustment as provided in Paragraph 7 hereof. 4. SHARES SUBJECT TO THE 1996 DIRECTOR PLAN The aggregate number of shares which may be issued under Options granted under the 1996 Directors' Plan shall not exceed 450,000 shares of Stock. Such shares may consist of authorized but unissued shares of Stock or previously issued shares of Stock reacquired by the Company. Any of such shares which remain unissued and which are not subject to outstanding Options at the termination of the 1996 Directors' Plan shall cease to be subject to the 1996 Directors' Plan, but, until termination of the 1996 Directors' Plan, the Company shall at all times make available a sufficient number of shares to meet the requirements of the 1996 Directors' Plan. Should any Option hereunder expire or terminate prior to its exercise in full, the shares theretofore subject to such Option may again be subject to an Option granted under the 1996 Directors' Plan. The aggregate number of shares which may be issued under the 1996 Directors' Plan shall be subject to adjustment in the same manner as provided in Paragraph 7 hereof with respect to shares of Stock subject to Options then outstanding. Exercise of an Option shall result in a decrease in the number of shares of Stock which may thereafter be available, both for purposes of the 1996 Directors' Plan and for sale to any one individual, by the number of shares as to which the Option is exercised. 5. OPTION PRICE AND PERIOD The purchase price of Stock issued under each Option shall be the average of the closing sales price of the Company's Common Stock on the New York Stock Exchange ("NYSE") or, if not traded on the NYSE, any other securities exchange on which the Stock is traded, for, other than for a new Member Grant, the last ten (10) trading days of the calendar year in which the Option is granted and for a New Member Grant the ten (10) trading days immediately preceding the New Member's election to the Board of Directors. In the event the Stock is not publicly traded at the time a determination of the purchase price is required to be made hereunder, the determination of the purchase price shall be made by the Board in such manner as it deems appropriate. Except as otherwise provided herein, each option and all rights or obligations thereunder shall expire on the tenth anniversary of the grant date (the "Expiration Date"), and shall be subject to earlier termination as hereinafter provided. 6. TERM OF 1996 DIRECTOR PLAN The 1996 Directors' Plan shall be effective on the date the 1996 Directors' Plan is approved by the Shareholders of the Company. Except with respect to Options then outstanding, if not sooner terminated under the provisions of Paragraph 7, the 1996 Directors' Plan shall terminate upon and no further Options shall be granted after December 31, 2001. 7. RECAPITALIZATION OR REORGANIZATION (a) The existence of the 1996 Directors' Plan and the Options granted hereunder shall not affect in any way the right or power of the Board or the Shareholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company's capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding. (b) The shares with respect to which Options may be granted are shares of Stock as presently constituted, but if, and whenever, prior to the expiration of an Option theretofore granted, the Company shall effect a subdivision or consolidation of shares of Stock or the payment of a stock dividend on Stock without receipt of consideration by the Company, the number of shares of Stock with respect to which such Option may thereafter be exercised (i) in the event of an increase in the number of outstanding shares shall be proportionately increased, and the purchase price per share shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares shall be proportionately reduced, and the purchase price per share shall be proportionately increased. (c) If the Company merges or consolidates with one or more corporations and the Company shall be the surviving corporation, thereafter upon any exercise of this Option the Grantee shall be entitled to purchase under this Option, in lieu of the number of shares of Stock as to which Option shall then be exercisable, the number and class of shares of stock and securities to which the Grantee would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, the Grantee had been the holder of record of the number of shares of Stock as to which this Option is then exercisable. If the Company shall not be the surviving corporation in any merger of consolidation, or if the Company is dissolved or liquidated, this Option shall expire on the effective date of such merger or consolidation or such dissolution or liquidation; provided, that nothing herein shall preclude a surviving corporation or other corporation into which stock of the Company may be converted from assuming or substituting new options for the Option granted hereunder, which assumption or substitution may be made without the consent of the holder of this Option to such assumption, substitution, merger or consolidation, and further provided that immediately prior to such expiration, the entire number of shares of Stock for which this Option may be exercised shall be accelerated so that Grantee shall have the opportunity to exercise the entire unexpired portion of this Option prior to its expiration. The Company agrees to give at least 30 days prior notice to Grantee of the effective date of any such merger, consolidation, dissolution or liquidation. If the Company is acquired by another entity, in any manner, so that following such acquisition the Company is a subsidiary of another entity, the Company shall be deemed to be not the surviving corporation for purposes of this subparagraph (c). (d) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise of an Option theretofore granted the optionee shall be entitled to purchase under such Option, in lieu of the number and class of shares of Stock then covered by such Option, the number and class of shares of stock and securities to which the optionee would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the optionee had been the holder of record of the number of shares of Stock then covered by such Option. (e) Any adjustment provided for in Subparagraphs (b), (c) or (d) above shall be subject to any required Shareholder action. (f) Except as hereinbefore expressly provided, the issuance by the Company of shares of stock of any class or securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor, or upon conversion of share or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Stock subject to Options theretofore granted or the purchase price per share. 8. AMENDMENT OR TERMINATION OF THE 1996 DIRECTORS' PLAN The Board in its discretion may terminate the 1996 Directors' Plan at any time with respect to any shares for which Options have not theretofore been granted. The Board shall have the right to alter or amend the 1996 Directors' Plan or any part thereof from time to time; provided, that no change in any Option theretofore granted may be made which would impair the rights of the optionee without the consent of such optionee; and provided, further, that the Board may not make any alteration or amendment which would materially increase the benefits accruing to participants under the 1996 Directors' Plan, increase the aggregate number of shares which may be issued pursuant to the provisions of the 1996 Directors' Plan, change the class of individuals eligible to receive Options under the 1996 Directors' Plan or extend the term of the 1996 Directors' Plan, without the approval of the Shareholders of the Company. 9. SECURITIES LAWS (a) The Company shall not be obligated to issue any Stock pursuant to any Option granted under the 1996 Directors' Plan at any time when the offering of the shares covered by such Option have not been registered under the Securities Act of 1933, as amended, (the "Act") and such other state and federal laws, rules or regulations as the Company deems applicable and, in the opinion of legal counsel for the Company, there is no exemption from the registration requirements of such laws, rules or regulations available for the offering and sale of such shares. (b) It is intended that the 1996 Directors' Plan and any grant of an Option made to a person subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), meet all of the requirements of Rule 16b-3, as currently in effect or as hereinafter modified or amended ("Rule 16b-3"), promulgated under the 1934 Act. If any provision of the 1996 Directors' Plan or any such Option would disqualify the 1996 Directors' Plan or such Option under, or would otherwise not comply with, Rule 16b-3, such provision or Option shall be construed or deemed amended to conform to Rule 16b-3. 10. VESTING AND EXERCISE OF OPTIONS (a) (i) Except as set forth herein, any Option granted hereunder shall be fully exercisable on the first anniversary of the Date of Grant. (ii) A New Member Grant shall also be fully exercisable on the first anniversary of the Date of Grant in the year such New Member is elected to the Board of Directors (without regard to the date a New Member was first elected to the Board of Directors). (b) The purchase price of the Stock purchased upon exercise of an option shall be paid in full at the time of each exercise of an option and may be paid to the Company, either: (1) in cash (including a check, bank draft or money order); or (2) by the delivery of Stock having a fair market value equal to the aggregate Option price; or (3) by a combination of cash and Stock. No options shall be exercisable except in respect of whole shares of Stock. Upon exercise of an option, the person exercising the option shall be entitled to one (1) stock certificate evidencing the shares acquired upon such exercise. (c) An option granted under the 1996 Directors' Plan shall, by its terms, be nontransferable by the Nonemployee Director other than by will or by the laws of descent and distribution. During the Nonemployee Director's lifetime, the option shall be exercisable only by the Nonemployee Director or by the Nonemployee Director's duly appointed guardian or personal representative. (d) If the directorship of the Nonemployee Director is terminated for any reason other than (i) Disability (as hereinafter defined) of the Nonemployee Director, (ii) death of the Nonemployee Director, or (iii) on account of any act of fraud or intentional misrepresentation or embezzlement, misappropriation or conversion of assets or opportunities of the Company, or cause as determined by the Board of Directors, an option (to the extent otherwise exercisable by the Nonemployee Director on the date of such termination) shall be exercisable by the Nonemployee Director at any time prior to the Expiration Date of the Option or within two (2) months after the date of such termination of the directorship, whichever is the shorter period. (e) If the Nonemployee Director's directorship is terminated by reason of Disability, an option (whether or not exercisable on the date of the Nonemployee Director's termination of directorship by reason of Disability) shall be exercisable by the Nonemployee Director at any time prior to the Expiration Date of the option or within six (6) months after the date of such termination, whichever is the shorter period. As used herein, the term "Disability" shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than twelve (12) months. The determination of whether or not a Nonemployee Director's directorship is terminated by reason of Disability shall be in the sole and absolute discretion of the Board. An individual shall not be considered Disabled unless he furnishes proof of the existence thereof in such form and manner, and at such times, as the Board may require. (f) If a Nonemployee Director dies while serving as a member of the Board or during the six-month period described in subsection (e) above, the option shall be exercisable (whether or not exercisable on the date of the death of such Nonemployee Director) by the person or persons entitled to do so under the Nonemployee Director's will, or, if the Nonemployee Director shall fail to make testamentary disposition of said option or shall die intestate, by the Nonemployee Director's legal representative or representatives, at any time prior to the Expiration Date of the option or within six (6) months after the date of such death, whichever is the shorter period. If a Nonemployee Director dies during the two-month period described in subsection (d) above, the option shall be exercisable as described above. (g) The option of a Nonemployee Director shall automatically terminate as of the date his directorship is terminated, if the directorship is terminated on account of any act of (i) fraud or intentional misrepresentation, or (ii) embezzlement, misappropriation or conversion of assets or opportunities of the Company or (iii) cause as determined by the Board of Directors. 11. MISCELLANEOUS (a) Nothing contained in this 1996 Directors' Plan (nor in any option granted pursuant to this 1996 Directors' Plan) shall confer upon any Nonemployee Director any right to continue as a member of the Board or constitute any contract or agreement or interfere in any way with the right of the Company to remove such Nonemployee Director from the Board. Nothing contained herein or in any Option Agreement shall affect any other contractual rights of a Nonemployee Director. (b) An option shall be deemed to be exercised when the Secretary of the Company receives written notice of such exercise from the person entitled to exercise the option together with payment of the purchase price made in accordance with this 1996 Directors' Plan. (c) The holder of an option shall not be entitled to the privilege of stock ownership as to any shares of Stock not actually issued and delivered to the holder. Subject to the provisions of Paragraph 9 above, upon exercise of an option for Stock at a time when there is not in effect under the Act a registration statement relating to the Stock issuable upon exercise thereof or not available for delivery a prospectus meeting the requirements of Section 10 of the Act, the holder of the option shall represent and warrant in writing to the Company that, inter alia, the shares of Stock purchased are being acquired for investment and not with a view to the resale or distribution thereof. No shares of Stock shall be issued upon the exercise of any option unless and until there shall have been compliance with any then applicable requirements of the Securities and Exchange Commission, other regulatory agencies having jurisdiction and any exchanges upon which securities subject to the option may be listed. (d) The 1996 Directors' Plan and the options issued hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware applicable to contracts made and performed within that State. (e) The proceeds received by the Company from the sale of shares pursuant to options shall be used for general corporate purposes. (f) The members of the Board shall not be liable for any act, omission or determination taken or made in good faith with respect to the 1996 Directors' Plan or any option granted under it. (g) Any payment or any issuance or transfer of shares of Stock to the Nonemployee Director, or to his legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such persons hereunder. The Board may require any Nonemployee Director, legal representative, heir, legatee or distributee, as a condition precedent to such payment, to execute a release and receipt therefor in such form as it shall determine. (h) Neither the Board nor the Company guarantees the Stock of the Company from loss or depreciation. (i) All expenses incident to the administration or termination of the 1996 Directors' Plan, including, but not limited to, legal and accounting fees, shall be paid by the Company. (j) Records of the Company regarding the Nonemployee Director's period of service, termination or service and the reason therefor, leaves of absence, and other matters shall be conclusive for all purposes hereunder, unless determined by the Board to be incorrect. (k) The Company shall, upon request or as may be specifically required hereunder, furnish or cause to be furnished all of the information or documentation which is necessary or required by the Board to perform its duties and functions under the 1996 Directors' Plan. (l) The Company assumes no obligation or responsibility to the Nonemployee Director or his or her personal representatives, heirs, legatees or distributees for any act of, or failure to act on the part of the Board. (m) Any action required of the Company shall be by resolution of the Board or by a person authorized to act by Board resolution. (n) If any provision of this 1996 Directors' Plan shall be held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but shall be fully severable and the 1996 Directors' Plan shall be construed and enforced as if the illegal or invalid provision had never been included herein. (o) Whenever any notice is required or permitted hereunder, such notice must be in writing and personally delivered or sent by mail. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered on the date on which it is personally delivered in accordance herewith. The Company or a Nonemployee Director may change, at any time and from time to time, by written notice to the other, the address which it or he had theretofore specified for receiving notices. Until it is changed in accordance herewith, the Company and each Nonemployee Director shall specify as its and his address for receiving notices the address set forth in the Option Agreement pertaining to the shares to which such notice relates. (p) Any person entitled to notice hereunder may waive such notice. (q) The 1996 Directors' Plan shall be binding upon the Nonemployee Director, his or her heirs, legatees and legal representatives, upon the Company, its successors and assigns and upon the Board and its successors. (r) The titles and headings of sections and paragraphs are included for convenience of reference only and are not to be considered in construction of the provisions hereof. (s) Words used in the masculine shall apply to the feminine where applicable and, wherever the context of this 1996 Directors' Plan dictates, the plural shall be read as the singular and the singular as the plural. EX-5 4 EXHIBIT 5 Exhibit 5 August 12, 1998 HCC Insurance Holdings, Inc. 13403 Northwest Freeway Houston, Texas 77040 Gentlemen: You have requested our opinion as to the legality of the securities of HCC Insurance Holdings, Inc. (the "Company") being registered on Form S-8 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, in connection with the HCC Insurance Holdings, Inc. 1996 Nonemployee Director Stock Option Plan as Restated and Amended (the "Plan"). You have also requested our opinion as to whether such securities will, when sold, be legally issued, fully paid, and nonassessable. The securities to be registered in the Registration Statement and issued pursuant to the Plan will be up to 450,000 shares (the "Shares") of Common Stock, $1.00 par value per share, of the Company ("Common Stock"), which may be treasury shares or authorized but unissued shares. We have examined copies of the Restated Certificate of Incorporation and amendments thereto and Bylaws of the Company and of the resolutions adopted by the Shareholders of the Company in connection with the adoption of the Plan and the amendments thereto. We have also examined such other corporate records and documents, certificates of corporate officers, and statutes as we have deemed necessary for purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all corporate records, documents and instruments submitted to us as originals, the conformity to original documents of all documents submitted to us as conformed, certified or photostatic copies thereof, and the authenticity of the originals of such photostatic, certified or conformed copies. We have assumed compliance both in the past and in the future with the terms of the Plan by the Company and its employees, officers, and Board of Directors, and that all statements in all certificates of officers of the Company are true and correct. Based upon the foregoing and in reliance thereon, we are of the opinion that the Shares when issued or sold pursuant to and in accordance with the terms of the Plan will be validly issued, fully paid and nonassessable shares of Common Stock. HCC Insurance Holdings, Inc. August 12, 1998 Page 2 We know that we are named in the Registration Statement, and we hereby consent to the use of our name in the Registration Statement and to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, WINSTEAD SECHREST & MINICK P.C. By: /s/ ARTHUR S. BERNER --------------------------- Arthur S. Berner EX-23.1 5 EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 26, 1998, on our audits of the consolidated financial statements and financial statement schedules of HCC Insurance Holdings, Inc. as of December 31, 1997 and 1996, and for the three year period ended December 31, 1997. Our reports state that they are based on the reports of KPMG Peat Marwick LLP, independent certified public accountants with respect to their audit of the 1996 and 1995 consolidated financial statements and financial statement schedules of AVEMCO Corporation. PricewaterhouseCoopers LLP Houston, Texas August 12, 1998 EX-23.2 6 EXHIBIT 23.2 Exhibit 23.2 INDEPENDENT AUDITORS' CONSENT The Board of Directors and Shareholder AVEMCO Corporation: We consent to incorporation by reference in this registration statement on Form S-8 of HCC Insurance Holdings, Inc. of our reports dated January 31, 1997 (February 28, 1997, as to note 12 and February 18, 1998, as to note 14), relating to the consolidated balance sheet of AVEMCO Corporation and subsidiaries as of December 31, 1996, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the years in the two-year period ended December 31, 1996, and all related schedules, which reports appear in the December 31, 1997 annual report on Form 10-K of HCC Insurance Holdings, Inc. KPMG Peat Marwick LLP Washington, D.C. August 12, 1998 EX-24 7 EXHIBIT 24 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints STEPHEN L. WAY, FRANK J. BRAMANTI, and CHRISTOPHER L. MARTIN 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 the Form S-8 Registration Statement of HCC Insurance Holdings, Inc. (the "Registrant") with respect to the HCC Insurance Holdings, Inc. 1997 Flexible Incentive Plan and the Form S-8 Registration Statement of the Registrant with respect to the HCC Insurance Holdings, Inc. 1996 Nonemployee Director Stock Option Plan as Restated and Amended, to sign any and all amendments to same (including post-effective amendments), 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 and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents 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, whether substitute or substitutes, may lawfully do or cause to be done by virtue hereof. August 17, 1998 /s/ STEPHEN L. WAY ------------------------------------------ Stephen L. Way Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints STEPHEN L. WAY, FRANK J. BRAMANTI, and CHRISTOPHER L. MARTIN 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 the Form S-8 Registration Statement of HCC Insurance Holdings, Inc. (the "Registrant") with respect to the HCC Insurance Holdings, Inc. 1997 Flexible Incentive Plan and the Form S-8 Registration Statement of the Registrant with respect to the HCC Insurance Holdings, Inc. 1996 Nonemployee Director Stock Option Plan as Restated and Amended, to sign any and all amendments to same (including post-effective amendments), 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 and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents 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, whether substitute or substitutes, may lawfully do or cause to be done by virtue hereof. August 17, 1998 /s/ JAMES M. BERRY ------------------------------------------ James M. Berry Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints STEPHEN L. WAY, FRANK J. BRAMANTI, and CHRISTOPHER L. MARTIN 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 the Form S-8 Registration Statement of HCC Insurance Holdings, Inc. (the "Registrant") with respect to the HCC Insurance Holdings, Inc. 1997 Flexible Incentive Plan and the Form S-8 Registration Statement of the Registrant with respect to the HCC Insurance Holdings, Inc. 1996 Nonemployee Director Stock Option Plan as Restated and Amended, to sign any and all amendments to same (including post-effective amendments), 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 and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents 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, whether substitute or substitutes, may lawfully do or cause to be done by virtue hereof. August 17, 1998 /s/ FRANK J. BRAMANTI ------------------------------------------ Frank J. Bramanti Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints STEPHEN L. WAY, FRANK J. BRAMANTI, and CHRISTOPHER L. MARTIN 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 the Form S-8 Registration Statement of HCC Insurance Holdings, Inc. (the "Registrant") with respect to the HCC Insurance Holdings, Inc. 1997 Flexible Incentive Plan and the Form S-8 Registration Statement of the Registrant with respect to the HCC Insurance Holdings, Inc. 1996 Nonemployee Director Stock Option Plan as Restated and Amended, to sign any and all amendments to same (including post-effective amendments), 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 and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents 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, whether substitute or substitutes, may lawfully do or cause to be done by virtue hereof. August 17, 1998 /s/ PATRICK B. COLLINS ------------------------------------------ Patrick B. Collins Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints STEPHEN L. WAY, FRANK J. BRAMANTI, and CHRISTOPHER L. MARTIN 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 the Form S-8 Registration Statement of HCC Insurance Holdings, Inc. (the "Registrant") with respect to the HCC Insurance Holdings, Inc. 1997 Flexible Incentive Plan and the Form S-8 Registration Statement of the Registrant with respect to the HCC Insurance Holdings, Inc. 1996 Nonemployee Director Stock Option Plan as Restated and Amended, to sign any and all amendments to same (including post-effective amendments), 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 and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents 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, whether substitute or substitutes, may lawfully do or cause to be done by virtue hereof. August 17, 1998 /s/ J. ROBERT DICKERSON ------------------------------------------ J. Robert Dickerson Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints STEPHEN L. WAY, FRANK J. BRAMANTI, and CHRISTOPHER L. MARTIN 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 the Form S-8 Registration Statement of HCC Insurance Holdings, Inc. (the "Registrant") with respect to the HCC Insurance Holdings, Inc. 1997 Flexible Incentive Plan and the Form S-8 Registration Statement of the Registrant with respect to the HCC Insurance Holdings, Inc. 1996 Nonemployee Director Stock Option Plan as Restated and Amended, to sign any and all amendments to same (including post-effective amendments), 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 and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents 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, whether substitute or substitutes, may lawfully do or cause to be done by virtue hereof. August 17, 1998 /s/ EDWARD H. ELLIS, JR. ------------------------------------------ Edward H. Ellis, Jr. Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints STEPHEN L. WAY, FRANK J. BRAMANTI, and CHRISTOPHER L. MARTIN 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 the Form S-8 Registration Statement of HCC Insurance Holdings, Inc. (the "Registrant") with respect to the HCC Insurance Holdings, Inc. 1997 Flexible Incentive Plan and the Form S-8 Registration Statement of the Registrant with respect to the HCC Insurance Holdings, Inc. 1996 Nonemployee Director Stock Option Plan as Restated and Amended, to sign any and all amendments to same (including post-effective amendments), 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 and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents 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, whether substitute or substitutes, may lawfully do or cause to be done by virtue hereof. August 17, 1998 /s/ EDWIN H. FRANK, III ------------------------------------------ Edwin H. Frank, III Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints STEPHEN L. WAY, FRANK J. BRAMANTI, and CHRISTOPHER L. MARTIN 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 the Form S-8 Registration Statement of HCC Insurance Holdings, Inc. (the "Registrant") with respect to the HCC Insurance Holdings, Inc. 1997 Flexible Incentive Plan and the Form S-8 Registration Statement of the Registrant with respect to the HCC Insurance Holdings, Inc. 1996 Nonemployee Director Stock Option Plan as Restated and Amended, to sign any and all amendments to same (including post-effective amendments), 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 and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents 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, whether substitute or substitutes, may lawfully do or cause to be done by virtue hereof. August 17, 1998 /s/ ALAN W. FULKERSON ------------------------------------------ Alan W. Fulkerson Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints STEPHEN L. WAY, FRANK J. BRAMANTI, and CHRISTOPHER L. MARTIN 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 the Form S-8 Registration Statement of HCC Insurance Holdings, Inc. (the "Registrant") with respect to the HCC Insurance Holdings, Inc. 1997 Flexible Incentive Plan and the Form S-8 Registration Statement of the Registrant with respect to the HCC Insurance Holdings, Inc. 1996 Nonemployee Director Stock Option Plan as Restated and Amended, to sign any and all amendments to same (including post-effective amendments), 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 and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents 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, whether substitute or substitutes, may lawfully do or cause to be done by virtue hereof. August 17, 1998 /s/ WALTER J. LACK ------------------------------------------ Walter J. Lack Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints STEPHEN L. WAY, FRANK J. BRAMANTI, and CHRISTOPHER L. MARTIN 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 the Form S-8 Registration Statement of HCC Insurance Holdings, Inc. (the "Registrant") with respect to the HCC Insurance Holdings, Inc. 1997 Flexible Incentive Plan and the Form S-8 Registration Statement of the Registrant with respect to the HCC Insurance Holdings, Inc. 1996 Nonemployee Director Stock Option Plan as Restated and Amended, to sign any and all amendments to same (including post-effective amendments), 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 and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents 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, whether substitute or substitutes, may lawfully do or cause to be done by virtue hereof. August 17, 1998 /s/ STEPHEN J. LOCKWOOD ------------------------------------------ Stephen J. Lockwood Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints STEPHEN L. WAY, FRANK J. BRAMANTI, and CHRISTOPHER L. MARTIN 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 the Form S-8 Registration Statement of HCC Insurance Holdings, Inc. (the "Registrant") with respect to the HCC Insurance Holdings, Inc. 1997 Flexible Incentive Plan and the Form S-8 Registration Statement of the Registrant with respect to the HCC Insurance Holdings, Inc. 1996 Nonemployee Director Stock Option Plan as Restated and Amended, to sign any and all amendments to same (including post-effective amendments), 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 and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents 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, whether substitute or substitutes, may lawfully do or cause to be done by virtue hereof. August 17, 1998 /s/ JOHN N. MOLBECK, JR. ------------------------------------------ John N. Molbeck, Jr. Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints STEPHEN L. WAY, FRANK J. BRAMANTI, and CHRISTOPHER L. MARTIN 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 the Form S-8 Registration Statement of HCC Insurance Holdings, Inc. (the "Registrant") with respect to the HCC Insurance Holdings, Inc. 1997 Flexible Incentive Plan and the Form S-8 Registration Statement of the Registrant with respect to the HCC Insurance Holdings, Inc. 1996 Nonemployee Director Stock Option Plan as Restated and Amended, to sign any and all amendments to same (including post-effective amendments), 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 and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents 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, whether substitute or substitutes, may lawfully do or cause to be done by virtue hereof. August 17, 1998 /s/ PETER B. SMITH, JR. ------------------------------------------ Peter B. Smith, Jr. Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints STEPHEN L. WAY, FRANK J. BRAMANTI, and CHRISTOPHER L. MARTIN 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 the Form S-8 Registration Statement of HCC Insurance Holdings, Inc. (the "Registrant") with respect to the HCC Insurance Holdings, Inc. 1997 Flexible Incentive Plan and the Form S-8 Registration Statement of the Registrant with respect to the HCC Insurance Holdings, Inc. 1996 Nonemployee Director Stock Option Plan as Restated and Amended, to sign any and all amendments to same (including post-effective amendments), 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 and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents 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, whether substitute or substitutes, may lawfully do or cause to be done by virtue hereof. August 17, 1998 /s/ HUGH T. WILSON ------------------------------------------ Hugh T. Wilson -----END PRIVACY-ENHANCED MESSAGE-----