<PAGE>
As filed with the Securities and Exchange Commission on October 18, 1996
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.
1995 FLEXIBLE INCENTIVE PLAN
(Full title of the plan)
Copies of All Communications to:
Frank J. Bramanti Arthur S. Berner
13403 Northwest Freeway Winstead Sechrest & Minick P.C.
Houston, Texas 77040 910 Travis Street
(713) 462-1000 Houston, Texas 77002
(Name and address and telephone (713) 650-2729
number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
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
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
Common Stock, $1.00
par value per share 1,250,000 Shares $27 1/16 $33,828,125 (1) $11,664.87
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, and 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
October 16, 1996.
<PAGE>
The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 33-94468) are incorporated herein by reference.
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, 1995.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996.
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996.
(d) The Registrant's current report on Form 8-K dated January 8, 1996.
(e) The Registrant's current report on Form 8-K dated April 19, 1996.
(f) The Registrant's current report on Form 8-K dated May 24, 1996.
(g) 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, 1995.
ITEM 8. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
4.1 Restated Certificate of Incorporation of the Registrant,
filed with the Delaware Secretary of State on July 23,
1996 - filed herewith.
5 Opinion of Winstead Sechrest & Minick P.C. as to the
legality of the securities being registered - filed
herewith.
23.1 Consent of Coopers & Lybrand, L.L.P., independent
certified public accountants - filed herewith.
23.2 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.
<PAGE>
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 9th day of October,
1996.
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 October 9, 1996
- ------------------------- and Chief Executive Officer
Stephen L. Way (Principal Executive Officer)
/S/ STEPHEN J. LOCKWOOD* President and Director October 9, 1996
- -------------------------
Stephen J. Lockwood
/S/ FRANK J. BRAMANTI Executive Vice President, October 9, 1996
- ------------------------- Secretary and Chief
Frank J. Bramanti Financial Officer
(Principal Financial
Officer and
Principal Accounting
Officer)
/S/ JAMES M. BERRY* Director October 9, 1996
- --------------------------
James M. Berry
/S/ PATRICK B. COLLINS* Director October 9, 1996
- --------------------------
Patrick B. Collins
/S/ J. ROBERT DICKERSON* Director October 9, 1996
- --------------------------
J. Robert Dickerson
2
<PAGE>
/S/ EDWIN H. FRANK Director October 9, 1996
- -------------------------
Edwin H. Frank III
/S/ JOHN L. KAVANAUGH* Director October 9, 1996
- -------------------------
John L. Kavanaugh
/S/ WALTER J. LACK* Director October 9, 1996
- -------------------------
Walter J. Lack
/S/ HUGH T. WILSON* Director October 9, 1996
- -------------------------
Hugh T. Wilson
*By:/S/ FRANK J. BRAMANTI October 9, 1996
---------------------
Frank J. Bramanti
Attorney-in-Fact
3
<PAGE>
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.
<PAGE>
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.
2
<PAGE>
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.
3
<PAGE>
(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
4
<PAGE>
EXHIBIT 5
[LETTERHEAD OF WINSTEAD SECHREST & MINICK
APPEARS HERE]
October 18, 1996
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. 1995 Flexible Incentive
Plan, as 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 2,500,000 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
Bylaws of the Company and of the resolutions adopted by 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 submitted 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.
<PAGE>
HCC Insurance Holdings, Inc.
October 18, 1996
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
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of our reports dated March 27, 1996 on our audits of the consolidated financial
statements and financial statement schedules of HCC Insurance Holdings, Inc. and
Subsidiaries as of December 31, 1995 and 1994 and for the years ended
December 31, 1995, 1994 and 1993, included in the annual report on Form 10-K.
/S/ COOPERS & LYBRAND, L.L.P.
Houston, Texas
October 18, 1996
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints STEPHEN L. WAY and FRANK J. BRAMANTI, 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 Holdings, Inc. 1995
Flexible Incentive Plan, 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.
/S/ STEPHEN L. WAY
-------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints STEPHEN L. WAY and FRANK J. BRAMANTI, 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 Holdings, Inc. 1995
Flexible Incentive Plan, 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.
/S/ STEPHEN L. LOCKWOOD
-------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints STEPHEN L. WAY and FRANK J. BRAMANTI, 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 Holdings, Inc. 1995
Flexible Incentive Plan, 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.
/S/ JAMES M. BERRY
-------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints STEPHEN L. WAY and FRANK J. BRAMANTI, 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 Holdings, Inc. 1995
Flexible Incentive Plan, 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.
/S/ PATRICK B. COLLINS
-------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints STEPHEN L. WAY and FRANK J. BRAMANTI, 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 Holdings, Inc. 1995
Flexible Incentive Plan, 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.
/S/ J. ROBERT DICKERSON
-------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints STEPHEN L. WAY and FRANK J. BRAMANTI, 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 Holdings, Inc. 1995
Flexible Incentive Plan, 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.
/S/ EDWIN H. FRANK, III
-------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints STEPHEN L. WAY and FRANK J. BRAMANTI, 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 Holdings, Inc. 1995
Flexible Incentive Plan, 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.
/S/ JOHN L. KAVANAUGH
-------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints STEPHEN L. WAY and FRANK J. BRAMANTI, 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 Holdings, Inc. 1995
Flexible Incentive Plan, 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.
/S/ WALTER J. LACK
-------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints STEPHEN L. WAY and FRANK J. BRAMANTI, 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 Holdings, Inc. 1995
Flexible Incentive Plan, 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.
/S/ HUGH T. WILSON
-------------------------------
