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):  June 9, 2015 (June 8, 2015)

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:

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

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

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

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

Item 1.01.Entry into a Material Definitive Agreement

The information included in Item 5.02 of this Current Report is incorporated by reference into this Item 1.01.

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

On June 8, 2015, HCC Insurance Holdings, Inc. (the “Company”) and Brad T. Irick, Executive Vice President and Chief Financial Officer of the Company, entered into an amendment (the “Amendment”) to Mr. Irick’s employment agreement dated effective as of May 10, 2010, as amended effective as of January 1, 2012.  The Amendment (i) extended the term of Mr. Irick’s employment with the Company to December 31, 2019 and (ii) increased Mr. Irick’s base salary to $650,000 for calendar year 2016, $675,000 for calendar year 2017, $700,000 for calendar year 2018 and $725,000 for calendar year 2019.

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by this reference.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits

No.	Exhibit
10.1	Amendment to Employment Agreement, dated June 8, 2015, between HCC Insurance Holdings, Inc. and Brad T. Irick

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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 and Assistant Secretary
DATED:  June 9, 2015

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EXHIBIT INDEX

No.	Exhibit
10.1	Amendment to Employment Agreement, dated June 8, 2015, between HCC Insurance Holdings, Inc. and Brad T. Irick

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EX-10.1

Exhibit 10.1

SECOND AMENDMENT
TO EMPLOYMENT AGREEMENT

This Second Amendment (the “Amendment”) to the Employment Agreement, dated effective as of May 10, 2010 (the “Agreement”), by and between Brad T. Irick (“Executive”) and HCC Insurance Holdings, Inc., a Delaware corporation (“HCC” or the “Company”), is made and entered into as of June 8, 2015.  Executive, the Company and HCC 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 the Company in the Agreement; and

WHEREAS, the Parties now desire to amend the Agreement to, among other things, (i) extend the term thereof and (ii) increase the Base Salary due to Executive thereunder.

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

AGREEMENT

1.Effective as of June 1, 2015, Section 1 of the Agreement shall be deleted in its entirety and replaced with the following:

1.Term.  Effective as of the Effective Date, the Company hereby employs Executive, and Executive hereby accepts such employment, on the terms and conditions set forth herein, for the period (the “Term”) commencing on the Effective Date and expiring at the earlier to occur of (a) 11:59 p.m. on December 31, 2019 (the “Expiration Date”) or (b) the Termination Date (as hereinafter defined).  If the Company continues to employ Executive after the Expiration Date, then Executive shall be an employee-at-will, unless the parties agree in writing to an extension of this Agreement.

2.Effective as of June 1, 2015, Section 3(a) of the Agreement shall be deleted in its entirety and replaced with the following:

(a)Base Salary.  Executive shall receive an initial base salary paid by the Company of $425,000 per year for the period from the Effective Date through December 31, 2011; $550,000 per year for the period from January 1, 2012 through December 31, 2013; $600,000 per year for the period from January 1, 2014 through December 31, 2015, $650,000 per year for the period from January 1, 2016 through December 31, 2016, $675,000 per year for the period from

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January 1, 2017 through December 31, 2017, $700,000 per year for the period from January 1, 2018 through December 31, 2018, $725,000 per year for the period from January 1, 2019 through the end of the Term.  At the sole discretion of HCC, the base salary may be increased.  For purposes of this Agreement, “Base Salary” shall mean Executive’s initial base salary or, if increased, then the increased base salary.  The Base Salary shall be paid, subject to all applicable withholdings and deductions, in substantially equal bi-weekly installments.

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

4.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.

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

[Signature Page Follows]

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

EXECUTIVE:		COMPANY:
		HCC Insurance Holdings, Inc.
/s/ Brad T. Irick		By:	/s/ Christopher J.B. Williams
Brad T. Irick			Christopher J.B. Williams
			Chief Executive Officer
Date:	June 8, 2015	Date:	June 8, 2015

Signature Page — Second Amendment to Employment Agreement