8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  December 17, 2014

HCC INSURANCE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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

13403 Northwest Freeway

Houston, Texas 77040

(Address of principal executive offices, including zip code)

(713) 690-7300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 17, 2014, HCC Insurance Holdings, Inc. (the “Company”) announced that Craig J. Kelbel, Executive Vice President, Accident & Health, had given notice to the Company of his retirement, effective January 31, 2015 (the “Retirement Date”). On the Retirement Date, Mr. Kelbel will cease to be an officer of the Company and its subsidiaries. A copy of the press release announcing Mr. Kelbel’s retirement is attached to this Current Report on Form 8-K (this “Current Report”) as Exhibit 99.1 and incorporated herein in its entirety by reference thereto.

In connection with the announcement of Mr. Kelbel’s retirement, the Company and Mr. Kelbel entered into an amendment to his Employment Agreement, dated December 17, 2014 (the “Amendment”).  The Amendment provides for an increase, from $75,000 per year to $300,000 per year, in the amount of the consulting fees due to Mr. Kelbel during the first year following his retirement. The foregoing summary is qualified in its entirety by reference to the Amendment, which is attached to this Current Report as Exhibit 10.1 and incorporated herein in its entirety by reference thereto.

Item 9.01.             Financial Statements and Exhibits.

(d)           Exhibits

No.	Exhibit
10.1	Third Amendment to Employment Agreement, dated December 17, 2014, by and between HCC Insurance Company Holdings, Inc. and Craig J. Kelbel.
99.1	Press Release, dated December 17, 2014, announcing the retirement of Craig J. Kelbel.

2

SIGNATURE

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

	HCC Insurance Holdings, Inc.
By:	/s/ Alexander M Ludlow
	Alexander M Ludlow
Associate General Counsel & Assistant Secretary

DATED:  December 17, 2014

3

EX-10.1

Exhibit 10.1

EXECUTION COPY

THIRD AMENDMENT
TO EMPLOYMENT AGREEMENT

This Third Amendment (the “Amendment”) to the Employment Agreement, dated effective as of March 1, 2007 (as previously amended, the “Agreement”), by and between HCC Insurance Holdings, Inc., a Delaware corporation (“HCC”), and Craig J. Kelbel (“Executive”) is made and entered into as of December 17, 2014.  HCC and Executive are sometimes collectively referred to herein as the “Parties” and individually as a “Party”. All capitalized terms, not otherwise defined herein, shall have the meaning ascribed to such term in the Agreement.

RECITALS

WHEREAS, the Parties set forth the terms and conditions of Executive’s employment with HCC in the Agreement; and

WHEREAS, the Parties now desire to amend the Agreement to modify the amount of the Consulting Fees due to Executive thereunder following his retirement from the Company.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, HCC and Executive hereby agree as follows:

AGREEMENT

1.Effective as of the date hereof, the first sentence of Section 6(b) of the Agreement shall be deleted in its entirety and replaced with the following:

The Company shall pay Executive (i) $300,000 per year for the first year during the Consulting Period and (ii) $75,000 per year for each subsequent year during the Consulting Period, payable no less frequently than monthly in advance beginning on the first day of the month immediately following the Termination Date (in each case, the “Consulting Fees”).

2.The provisions of Section 1 of this Amendment are hereby incorporated into and made part of the Agreement as if fully set forth therein.

3.Except as expressly provided herein, all other terms and conditions of the Agreement shall remain unchanged, and as expressly amended hereby, the Agreement is ratified and confirmed in all respects and shall remain in full force and effect.

4.This Amendment shall be governed by and construed in accordance with the laws of the State of Texas.

[Signature Page Follows]

1

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date set forth below.

EXECUTIVE:		HCC:
		HCC Insurance Holdings, Inc.
/s/ Craig J. Kelbel		By:	/s/ Christopher J.B. Williams
Craig J. Kelbel			Christopher J.B. Williams
			Chief Executive Officer
Date:	December 17, 2014	Date:	December 17, 2014

Signature Page — Third Amendment to Employment Agreement

EX-99.1

Exhibit 99.1

CRAIG KELBEL TO RETIRE FROM

HCC INSURANCE HOLDINGS, INC.

HOUSTON (December 17, 2014) . . .

HCC Insurance Holdings, Inc. (NYSE: HCC) today announced that Craig J. Kelbel, Executive Vice President, Accident & Health and President and Chief Executive Officer of HCC Life Insurance Company (HCC Life), will retire effective January 31, 2015.  Following his retirement, Mr. Kelbel will continue to serve HCC in a consulting capacity and as Chairman of the Board of Directors of HCC Life, a wholly-owned subsidiary of HCC.

“With over 15 years of service at HCC, we want to thank Craig for his countless contributions.  Under his leadership, HCC Life has successfully grown to become a leading provider of medical stop-loss insurance.  We wish Craig the best in retirement and are confident that he has prepared HCC Life for continued success going forward,” said Christopher J.B. Williams, HCC’s Chief Executive Officer.

Upon Mr. Kelbel’s retirement, Daniel A. Strusz will become President and Chief Executive Officer of HCC Life.  He has over 30 years of industry experience, including 13 years with HCC Life.  Mr. Strusz is currently Executive Vice President and Chief Operating Officer of HCC Life.

“With his extensive knowledge of medical stop-loss insurance and years of managerial experience, we are pleased to have Dan take over as CEO of HCC Life.  We congratulate him on this promotion and look forward to continuing to work alongside him as he leads and grows HCC Life,” commented Mr. Williams.

HCC Life is a leading provider of medical stop-loss insurance through brokers, consultants and third party administrators.  The Company’s extensive product portfolio also includes group term life and short-term medical insurance.  HCC Life has financial strength ratings of “AA (Very Strong)” from Standard & Poor’s Corporation, “A+ (Superior)” from A.M. Best Company, Inc., “AA (Very Strong)” from Fitch Ratings, and “A1 (Good Security)” from Moody’s Investors Service, Inc.  The Company is backed by the financial strength of its parent company, HCC Insurance Holdings, Inc.  For more information about HCC Life, please visit http://www.hcc.com/life.

Headquartered in Houston, Texas, HCC Insurance Holdings, Inc. is a leading specialty insurer with offices in the United States, the United Kingdom, Spain and Ireland.  As of September 30, 2014, HCC had assets of $10.8 billion and shareholders’ equity of $3.9 billion.  HCC’s major domestic and international insurance companies have financial strength ratings of “AA (Very Strong)” from Standard & Poor’s Corporation, “A+ (Superior)” from A.M. Best Company, Inc., “AA (Very Strong)” from Fitch Ratings, and “A1 (Good Security)” from Moody’s Investors Service, Inc.

For more information about HCC, please visit http://www.hcc.com.

Contact:	Doug Busker, Director of Investor Relations
	HCC Insurance Holdings, Inc.
	Telephone: (713) 996-1192

Forward-looking statements contained in this press release are made under “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties.  The types of risks and uncertainties which may affect the Company are set forth in its periodic reports filed with the Securities and Exchange Commission.

*     *     *     *     *