<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.
1996 NONEMPLOYEE DIRECTOR STOCK OPTION 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)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities Being Offering Aggregate Registration
Being Registered Registered(1) Price Offering Fee
Per Share(2) Price(2)
- ----------------------------------------------------------------------------
Common Stock, $1.00
par value per share 250,000 Shares $27 1/16 $6,765,625(1) $2,332.97
- ----------------------------------------------------------------------------
(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>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information *
ITEM 2. Registrant Information and Employee Plan Annual Information *
__________
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with the Note to Part I of Form S-8.
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.
(h) 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) and in such Registration Statement.
(i) 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.
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is incorporated under the laws of the State of Delaware.
Section 145 of the Delaware General Corporation Law ("Section 145") provides
that a Delaware corporation may indemnify any persons who are, or are
threatened to be made, parties to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation),
by reason of the fact that such person is or was an officer, director,
employee or agent of such corporation, or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action, suit
or proceeding, provided that such person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the corporation's best
interests and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful. A Delaware
corporation may indemnify any persons who were or are parties, or are
threatened to be made a party, to any threatened, pending or completed action
or suit by or in the right of the corporation by reason of the fact that such
person is or was a director, officer, employee or agent of such corporation,
or enterprise. The indemnity may include expenses (including attorneys'
fees) actually and reasonably incurred by such person or in connection with
the defense or settlement of such action or suit, provided such person acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the corporation's best interest except that no indemnification is
permitted without judicial approval if the officer is adjudged to be liable
to the corporation. Where an officer or director is successful on the merits
or otherwise in the defense of any action referred to above, the corporation
must indemnify him against the expenses which such officer or director has
actually and reasonably incurred.
Article 11 of the Registrant's Certificate of Incorporation, as
amended, requires the Registrant to indemnify the Registrant's directors and
officers to the extent permitted under Section 145.
Article VII of the Registrant's By-laws provides that the Registrant
shall indemnify any person who 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, or investigative (other than an
action by or in the right of the Registrant), by reason of the fact that he
is or was a director or officer of the Registrant, or is or was serving at
the request of the Registrant, as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against expense (including attorneys' fees), judgments, fines and amounts paid
2
<PAGE>
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
Registrant and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The determination of
whether an incumbent or former director or officer is entitled to
indemnification because he has met the applicable standards of conduct set
forth above is to be made, unless ordered by a court: (i) by a majority vote
of a quorum consisting of directors who at the time of the vote are not
parties to the proceeding, (ii) if such quorum cannot be obtained, or even if
obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion; or (iii) by a vote of shareholders of the
Registrant. The Registrant's By-laws further provide that the expenses
(including attorneys' fees) incurred in any such action by a director or
officer of the Registrant may be paid or reimbursed by the Registrant in
advance of the final disposition of such action, suit or proceeding upon
receipt of a written undertaking by or on behalf of the director or officer
to repay the amount paid or reimbursed if it is ultimately determined that he
is not entitled to be indemnified by the Registrant as authorized therein.
The Registrant's By-laws also provide that the Registrant may
indemnify to the extent of the provisions set forth therein, other than an
officer or director, who 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, or investigative, by reason of the
fact that he is or was an employee or agent of the Registrant, or was serving
at the request of the Registrant as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
if such person makes written application for such indemnification to the
Registrant's Board and the Registrant's Board so determines that
indemnification is appropriate and the extent thereof.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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.
4.2 By-laws of the Registrant, as amended (filed
as Exhibit 3.4 to the Registrant's Registration
Statement on Form S-1 (Registration No. 33-48737)
and incorporated herein by reference).
4.3 Form of Certificate of Common Stock (filed
as Exhibit 4.1 to the Registrant's Registration
Statement on Form S-1 (Registration No. 33-48737)
and incorporated herein by reference).
3
<PAGE>
EXHIBIT NUMBER DESCRIPTION
4.4 HCC Insurance Holdings, Inc. 1996 Nonemployee
Director Stock Option Plan - 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.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended
(the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof),
which, individually or in the aggregate, represent a
fundamental change in the information set forth
in this Registration Statement; and
(iii) to include any information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change
to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
4
<PAGE>
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) That, for purposes of determining any
liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in
this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions described in Item 6 above, or otherwise, the
Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer of controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
5
<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 Financial
Frank J. Bramanti 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
6
<PAGE>
/s/ J. ROBERT DICKERSON* Director October 9, 1996
- -------------------------
J. Robert Dickerson
/s/ EDWIN H. FRANK III* 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
7
<PAGE>
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
NUMBER
4.1 Restated Certificate of Incorporation
of the Registrant, filed with
the Delaware Secretary of
State on July 23, 1996 - filed
herewith.
4.2 By-laws of the Registrant, as
amended (filed as Exhibit 3.4
to the Registrant's Registration
Statement on Form S-1 (Registration
No. 33-48737) and incorporated
herein by reference).
4.3 Form of Certificate of Common
Stock (filed as Exhibit 4.1
to the Registrant's Registration
Statement on Form S-1 (Registration
No. 33-48737) and incorporated
herein by reference).
4.4 HCC Insurance Holdings, Inc.
1996 Nonemployee Director
Stock Option Plan - 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.
HO961560167
101896 v19 lsd
228:6468-3
<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
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 on ), 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
HO961650035
061096 v1 dlr
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-4-
<PAGE>
EXHIBIT 4.4
HCC INSURANCE HOLDINGS, INC.
1996 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
1. PURPOSE
The HCC INSURANCE HOLDINGS, INC. 1996 NONEMPLOYEE DIRECTOR STOCK OPTION
PLAN (the "Director 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 directors 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 Director Plan
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 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 (the "Board") 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 who is a Nonemployee Director as of the date of the regularly
scheduled Board of Directors meeting to be held in December of each year and
without the exercise of the discretion of any person or persons, will be
granted an Option exercisable for 5,000 shares of Stock (subject to
adjustment in the same manner as provided in Paragraph VII hereof with
respect to shares of Stock subject to Options then outstanding). If, as of
any date that the Director Plan is in effect, there are not sufficient shares
of Stock available under the Director 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 Director Plan. All
Options granted under the Director Plan shall be at the Option price set
forth in Paragraph V hereof and shall be subject to adjustment as provided in
Paragraph VII hereof.
4. SHARES SUBJECT TO THE DIRECTOR PLAN
The aggregate number of shares which may be issued under Options granted
under the Director Plan shall not exceed 250,000 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 Director Plan shall cease to be subject to the Director Plan, but,
until termination of the Director Plan, the Company shall at all times make
available a sufficient number of shares to meet the requirements of the
Director 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 Director Plan. The aggregate
<PAGE>
number of shares which may be issued under the Director Plan shall be subject
to adjustment in the same manner as provided in Paragraph VII 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 Director 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 fair
market value of Stock subject to the Option as of the date the Option is
granted. For all purposes under the Director Plan, the fair market value of a
share of Stock on a particular date equal to the closing sales price of the
Stock on the applicable national securities exchange including Nasdaq
National Market System, that the Stock shall be listed on that date, or if no
price is reported on that date, on the last preceding date on which such
price of the Stock are so reported. In the event the Stock is not publicly
traded at the time a determination of its fair market value is required to be
made hereunder, the determination of its fair market value 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 DIRECTOR PLAN
The Director Plan shall be effective on the date the Director 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 Director Plan shall terminate upon and no further Options shall be
granted after December 18, 2000.
7. RECAPITALIZATION OR REORGANIZATION
(a) The existence of the Director 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
-2-
<PAGE>
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 (e).
(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 DIRECTOR PLAN
The Board in its discretion may terminate the Director 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 Director 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 Director Plan, increase the
aggregate number of shares which may be issued pursuant to the provisions of
the Director Plan, change the class of individuals eligible to receive
Options under the Director Plan or extend the term of the Director Plan,
without the approval of the Shareholders of the Company.
-3-
<PAGE>
9. SECURITIES LAWS
(a) The Company shall not be obligated to issue any Stock pursuant to
any Option granted under the Director 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 Director 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 Director
Plan or any such Option would disqualify the Director 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) An option granted hereunder shall be fully exercisable at the first
anniversary of the Date of Grant.
(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 Director 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.
-4-
<PAGE>
(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 Director Plan (nor in any option granted
pursuant to this Director 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 Director 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 item 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.
-5-
<PAGE>
(d) The Director 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 Director
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
Director 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 Director 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 Director 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 Director
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
-6-
<PAGE>
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 Director 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 Director Plan dictates, the
plural shall be read as the singular and the singular as the plural.
HO961650040
091396 v4 lsd
228:6468-3
<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. 1996 Nonemployee Director
Stock Option Plan (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 250,000 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. 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. 1996
Nonemployee Director Stock Option 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. 1996
Nonemployee Director Stock Option 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 J. 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. 1996
Nonemployee Director Stock Option 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. 1996
Nonemployee Director Stock Option 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. 1996
Nonemployee Director Stock Option 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. 1996
Nonemployee Director Stock Option 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. 1996
Nonemployee Director Stock Option 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. 1996
Nonemployee Director Stock Option 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. 1996
Nonemployee Director Stock Option 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
---------------------------------
