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AMENDMENT TO
STOCK OPTION AGREEMENTS
This AMENDMENT
TO STOCK OPTION AGREEMENTS (the “Amendment”) is
made and entered into effective as of May 20, 2009 by and
between HCC INSURANCE HOLDINGS, INC., a Delaware corporation (the
“Company”), and FRANK J. BRAMANTI (the
“Executive”).
WHEREAS ,
the Company and the Executive are party to (i) that certain
Non-Employee Director Stock Option Agreement Under the HCC
Insurance Holdings, Inc. 2001 Flexible Incentive Plan dated
effective as of December 20, 2004; (ii) that certain
Non-Employee Director Stock Option Agreement Under the HCC
Insurance Holdings, Inc. 2004 Flexible Incentive Plan dated
effective as of January 5, 2006 (together with the agreement
referenced in clause (i), the “Director Option
Agreements”); and (iii) that certain Non-Qualified Stock
Option Agreement Under the HCC Insurance Holdings, Inc. 2004
Flexible Incentive Plan dated effective as of March 2, 2007
(the “Employee Option Agreement,” and together with the
Director Option Agreements, the “Option
Agreements”);
WHEREAS ,
the Company and the Executive desire to amend the Option Agreements
as set forth herein; and
WHEREAS ,
the Compensation Committee of the Board of Directors has approved
the amendment of the Option Agreements as set forth
herein.
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