THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

EXHIBIT 10.31

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

This Third Amendment (the “Amendment”) to the Employment Agreement, dated effective as of June 1, 2007 (as previously amended, the “Agreement”), by and between HCC Insurance Holdings, Inc., a Delaware corporation (“HCC”), and Michael J. Schell (“Executive”) is made and entered into as of May 22, 2013 (the “Execution Date”). HCC and Executive are sometimes collectively referred to herein as the “Parties” and individually as a “Party”. All capitalized terms, not otherwise defined herein, shall have the meaning ascribed to such term in the Agreement.

RECITALS

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

WHEREAS, the Parties now desire to amend the Agreement to extend the term thereof.

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

AGREEMENT

1.            Term. The Company hereby agrees to employ Executive as its Executive Vice President, and Executive hereby agrees to accept such employment, on the terms and conditions set forth herein, for the period (the “Term”) commencing on the Effective Date and expiring at the earlier to occur of (a) 11:59 p.m. on December 31, 2016 (the “Expiration Date”) and (b) the Termination Date (as hereinafter defined).

[Signature Page Follows]

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