Exhibit 10(ii)
                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                       HSB INDUSTRIAL RISK INSURERS, L.LC.

THIS LIMITED LIABILITY  COMPANY  AGREEMENT  ("Agreement") of HSB Industrial Risk
Insurers,  L.L.C. (the "Company") dated as of  _____________________________  is
between Employers Reinsurance Corporation ("ERC"), a Missouri corporation,  with
principal offices at 5200 Metcalf,  Overland Park, Kansas and The Hartford Steam
Boiler Inspection and Insurance  Company ("HSB"),  with principal offices at One
State Street,  Hartford,  Connecticut.  ERC and HSB are  sometimes  individually
referred to in this Agreement as a "Member" and collectively as "Members".

WHEREAS,  ERC,  through its subsidiary  organization,  IRI  Management  Services
L.L.C.  (IMS),  has acquired  certain of the tangible and  intangible  assets of
Industrial  Risk  Insurers  ("IRI")  and its  affiliated  Canadian  association,
Canadian Industrial Risk Insurers ("CIRI"), both of which are joint underwriting
associations  offering first party property  insurance to highly  protected risk
("HPR") accounts in industrial/manufacturing occupancies;

WHEREAS,  HSB owns and  operates  a  property  insurance  business  known as HSB
Special Risks-Manufacturing  Division offering first party property insurance to
HPR accounts in  industrial/manufacturing  occupancies with principal facilities
located in the United States;

WHEREAS,  ERC and HSB desire to form a limited liability company for the purpose
of  operating  a  combined   venture   offering   property   insurance  for  HPR
industrial/manufacturing  occupancies  and to which ERC will  contribute the IRI
book of business and a royalty-free  license to use the assets of IMS, including
the  IRI   trademark/tradename   and  HSB  will  contribute  its  U.S.   Special
Risk-Manufacturing  book of business and a  royalty-free  license to use the HSB
trademark/tradename; and

NOW THEREFORE,  for and in  consideration  of the mutual  promises and covenants
contained herein, the parties agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

1.1  Definitions.

     In addition to terms otherwise defined herein, the following terms are used
     herein as defined below.  The following  definitions are applicable to both
     the singular and the plural forms of each term defined below.
<PAGE>

     "Affiliates"  means,  with respect to any Person,  at the time in question,
     any other Person  controlling,  controlled by or under common  control with
     such Person.

     "Agreement"   means  this  Limited   Liability  Company  Agreement  of  HSB
     Industrial  Risk  Insurers  L.L.C.,  as the same may be amended or restated
     from time to time.

     "Announcement  Date" means the first public announcement of the transaction
     which culminates in a Change in Control.

     "Board" means the Board of Managers of the Company.

     "Capital Contributions" means, with respect to any Member, the property and
     cash  contributed  as capital by such Member to the  Company in  accordance
     with Article IV hereof.

     "Change  in  Control"  means the  acquisition  of 50% or more of the voting
     securities of HSB Group, Inc., the parent company of HSB, other than by ERC
     or any of its Affiliates.

     "Connecticut  Act" means the Connecticut  Limited Liability Company Act, as
     it may be amended from time-to-time.

     "ERC Reinsurance Agreement" means the Reinsurance Agreement between ERC, as
     ceding company, and HSB, as reinsurer, dated as of January 1, 1998.

     "HSB-IRI  Business" means HPR property  insurance business written pursuant
     to the Operating Agreement on industrial/manufacturing risks with principal
     facilities  located  in the  United  States or Canada,  and  including  any
     multi-national  locations of such risks, and which initially  comprises the
     business  underwritten  by IRI  and the  U.S.  Special  Risk  Manufacturing
     business  underwritten  by HSB  on  the  effective  date  of the  Operating
     Agreement.

     "HSB Reinsurance  Agreement" means the Reinsurance Agreement between HSB as
     reinsurer and ERC as ceding company dated as of January 1, 1998.

     "Initial Members" means Employers Reinsurance  Corporation and The Hartford
     Steam Boiler Inspection and Insurance Company.

     "Interest"  means the ownership  interest of a Member in the Company (which
     shall be considered personal property for all purposes),  consisting of (i)
     such  Member's  Percentage  Interest in profits,  losses,  allocations  and
     distributions,  (ii)  such  Member's  right to vote or  grant  or  withhold
     consents  with  respect to Company  matters  as  provided  herein or in the
     Connecticut  Act, and (iii) such  Member's  other rights and  privileges as
     herein provided.
<PAGE>

     "IRI Reinsurance  Agreement" means the Reinsurance Agreement between HSB as
     ceding company and IRI as reinsurer dated as of January 1, 1998.

     "Majority  in Interest  of the  Members"  means  Members  whose  Percentage
     Interests aggregate to greater than 50 percent of the Percentage  Interests
     of all Members.

     "Members"  means the Initial  Members and/or all other Persons  admitted as
     additional or substituted  Members  pursuant to this Agreement,  so long as
     they remain  Members.  All Members  admitted as additional  or  substituted
     Members  must  agree  to the  provisions  of this  Agreement  by a  written
     acknowledgment signed by the Member before they may be admitted.

     "Operating  Agreement"  means the Operating  Agreement  dated as of January
     1,1998 by and among the Company, ERC, HSB and IRI.

     "Percentage  Interest"  means a Member's share of the profits and losses of
     the Company and the Member's  percentage right to receive  distributions of
     the Company's assets.  The Percentage  Interest of the Initial Member shall
     initially  be the  percentage  set  forth in  Schedule  I  hereto  and such
     Schedule  shall  be  amended  from  time  to time in  accordance  with  the
     provisions hereof. The combined Percentage Interest of all Members shall at
     all times equal 100 percent.

     "Person"  means a legal  person,  including  any  individual,  corporation,
     estate,  partnership,  joint venture, trust, unincorporated association, or
     government  or any agency or political  subdivision  thereof,  or any other
     entity of whatever nature.

     "Related  Agreements"  means  the  IRI  Reinsurance   Agreement,   the  ERC
     Reinsurance  Agreement,  the HSB  Reinsurance  Agreement  and the Operating
     Agreement.

     "Two Thirds in Interest of the  Members"  means  Members  whose  Percentage
     Interests  aggregate  to  greater  than 66 2/3  percent  of the  Percentage
     Interests of all Members.

                                   ARTICLE II


                                FORMATION OF LLC

2.1  Name and Formation.

     The Members hereby form a limited  liability company pursuant to the Act on
     the terms and for the purposes set forth in this Agreement. The name of the
     Company shall be HSB Industrial Risk Insurers,  L.L.C.,  or such other name
     as the  Members  may from time to time  hereafter  designate.  Mr.  John M.
     Connelly of Employers Reinsurance  Corporation,  as Organizer, has executed
     and filed the Articles of  Organization  with the Secretary of State of the
     State of Connecticut in compliance with ss.34-121 of the  Connecticut  Act.
     The
<PAGE>

     Company will be formed and its existence will commence upon  endorsement of
     the Articles of Organization by the Secretary of the State.

2.2. Purposes.

     The purposes of the Company shall be to engage in the HSB-IRI  Business and
     to engage in any other lawful act,  activity or purpose for which LLC's may
     be formed under the  Connecticut  Act, as such business  activities  may be
     determined by the Member(s) from time to time.

2.3. Offices and Statutory Agent .

     (a)  The  principal  office of the  Company  shall be 85  Woodland  Street,
          Hartford,  Connecticut  06102-5010,  or such  other  place  inside  or
          outside the State of  Connecticut  as the Members may  designate  from
          time to time.

     (b)  The  statutory  agent  for  service  of  process  within  the State of
          Connecticut is IRI Management  Services,  L.L.C. and doing business at
          85 Woodland Street, Hartford, Connecticut 06102-5010.

2.4  Term.

     The  existence of IRI  Management  Services,  L.L.C.  will  continue  until
     dissolved and terminated in accordance with Section 6.5 of this Agreement.

                                   ARTICLE III

   RIGHTS AND DUTIES OF THE MEMBERS AND CONDUCT OF THE BUSINESS OF THE COMPANY


3.1. Members.

     The  names,  business  addresses,   Capital  Contributions  and  Percentage
     Interests of the Initial Members of the Company are set forth on Schedule I
     attached hereto.  Additional Members may be admitted as provided for herein
     and Schedule I will be amended when other Members are admitted from time to
     time to show the name, residence or business address,  Capital Contribution
     and  Percentage  Interest of the  additional  Member(s) and any agreed upon
     changes in Percentage Interests.

3.2. Management of the Company.

     (a)  Except as otherwise  provided herein,  management of the Company shall
          be  conducted  by a Board of Managers  (collectively,  "the Board" and
          individually,  a  "Manager")  which  will be  responsible  for all the
          business and affairs of the 
<PAGE>

          Company.  Members  acting as Managers shall do so in their capacity as
          Members and each Member-Manager  shall be an agent of the Company. The
          power to act for or bind the Company  shall be vested  exclusively  in
          the Board.  The Board of Managers  may delegate  its  authorities  and
          responsibilities for management of the business affairs of the Company
          to third parties,  but such delegation  shall not relieve the Board of
          any of its  obligations  under  this  Agreement.  With  respect to the
          HSB-IRI  Business,   the  Members  expressly  delegate  to  HSB  those
          authorities and responsibilities set forth in the Operating Agreement.
          Except as  otherwise  provided  in this  Agreement  or in the  Related
          Agreements,  no Member  shall  have any  authority  to act for,  or to
          assume any  obligations  or  responsibilities  on behalf of, any other
          Member.

     (b)  Subject to obtaining  any  necessary  approvals  hereunder,  the Board
          shall have the power and  authority to execute and deliver  contracts,
          instruments,  certificates,  filings,  notices or other  documents  on
          behalf of the Company,  including  any  document  required to be filed
          pursuant  to the  Connecticut  Act.  Except as  otherwise  required by
          applicable  law, any such document shall require the signature of only
          one Manager.

     (c)  The number of Managers  on the Board of  Managers  shall be seven (7).
          Until  another  Member  is  admitted,  the Board of  Managers  will be
          comprised as follows:  four (4)  Managers  will be  designated  by ERC
          (each an "ERC  Designated  Manager")  and three (3)  Managers  will be
          designated  by HSB (each an "HSB  Designated  Manager").  All Managers
          shall serve at the pleasure of the Member which  designated  them. The
          Managers  designated by the Initial  Members are listed on Schedule II
          which shall be amended  upon the  admission of another  Member  and/or
          designation of different  Managers.  All ERC Designated Managers shall
          be employees of ERC or one or more of its  Affiliates,  including IRI,
          and all HSB  Designated  Managers  shall be employees of HSB or one of
          its  Affiliates.  The number of Managers may be increased or decreased
          from time to time by an amendment to this Agreement  provided that the
          relative  proportion  of  ERC  and  HSB  Designated  Managers  remains
          constant,  until such time that any new  Members  are  admitted to the
          Company.  The number of  Managers  shall never be less than three (3).
          Except as otherwise  provided herein,  decisions of the Board shall be
          made  by an  affirmative  vote  of not  less  than a  majority  of the
          Managers.

     (d)  Any Manager shall  continue to serve in such capacity until the Member
          appointing  such  Manager  shall have  notified  the other  Members in
          writing of his  replacement.  In the event of the death or resignation
          of a Manager,  the Member who  appointed  that  Manager  shall elect a
          successor within thirty (30) days.


     (e)  A Member  may,  by written  notice to the other  Members,  designate a
          person  to serve as an  Alternate  for a  Manager  designated  by such
          Member,  and each such Alternate  shall be entitled to, in the absence
          of the Manager for whom he has been 
<PAGE>

          designated  as  an  Alternate,   to  attend  meetings,  to  have  such
          Alternate's presence counted for purposes of establishing a quorum and
          to vote on behalf of the Manager for whom he is acting as Alternate at
          any meeting of the Board of Managers.

3.3. Member Meetings.

     The first  annual  Member  meeting  shall be held on  February  ___,  1998.
     Thereafter  the  annual  meeting of the  Members  shall be held on the last
     working  Monday  in April  of each  year  provided  such day is not a legal
     holiday. When such day is a legal holiday, the meeting shall be held on the
     first  working day  following  such holiday.  At such annual  meeting,  the
     Members shall elect Managers to succeed those whose terms expire or to fill
     any vacancies and shall  transact any other business that may properly come
     before the meeting.  Special  meetings of the Members may be called for any
     purpose at any time by any Member or by the Board.  All  Meetings  shall be
     held at the registered  office of the Company or at such other place within
     or without the State of  Connecticut as shall be determined by the Members.
     Meetings   may  be  held  by   conference   telephone  or  other  means  of
     communication  by means of which  all  participants  can hear  each  other.
     Participation  in such meeting in such manner shall  constitute  attendance
     and  presence  in  person  at the  meeting  of the  person  or  persons  so
     participating.

     A Member who is  designated  (at the prior  meeting) the Secretary for each
     meeting  shall  provide  notice of the meeting to the Members,  stating the
     place, day and hour of the meeting,  and in case of a special meeting,  the
     purpose(s)  for which the meeting is called.  The notice shall be mailed to
     each  Member of record at its  address as it appears on the  records of the
     Company  not less than ten days nor more than fifty days  before the day of
     the meeting.

     At any meeting of the  Members,  the  presence,  in person or by proxy,  of
     persons  entitled to vote a majority of the voting  interest of the Company
     shall constitute a quorum of the Members for all purposes, unless or except
     the presence of Members holding a higher aggregate  Percentage  Interest is
     required by this  Agreement.  If there are not enough Members  present at a
     meeting  in person or by proxy to  constitute  a quorum,  the  holders of a
     Majority in  Interest  of the Members  present may adjourn the meeting to a
     specified date not longer than thirty (30) days after the  adjournment.  An
     additional  notice  regarding the rescheduled  meeting shall be sent to all
     Members. If a quorum is present at the rescheduled meeting, the Members may
     transact any business which was to be transacted at the adjourned  meeting.
     At each meeting,  the appointed  Secretary shall furnish a complete list of
     the  Members  present  at the  meeting  in  person  or by proxy  and  their
     respective Percentage Interest in the Company.

     At each meeting of the  Members,  every Member shall be entitled to vote in
     person or by a written proxy delivered to the Secretary of said meeting and
     signed by such Member or by its duly authorized  attorney and designating a
     Member or Members of the Company as
<PAGE>

     such  proxy.  A written  proxy  shall be valid for three  years  unless the
     person executing it specifies a different length of time.

     Any action  required or  permitted  to be taken at a meeting of the Members
     may be taken without a meeting if each of the Members consent in writing to
     such action.

3.4. Board Meetings.

     The first  meeting of the Board shall be held at the  registered  office of
     the Company  within  thirty (30) days after the first Member  meeting.  The
     Board may hold  subsequent  meetings  and may have an  office  and keep the
     books of the  Company at the  registered  office of the  Company or in such
     place or places  within or without  the State of  Connecticut  (unless  and
     except as otherwise  provided by the  Connecticut  Act) as the Managers may
     determine.  Meetings may be held by conference  telephone or other means of
     communication  by means of which  all  participants  can hear  each  other.
     Participation  in such meeting in such manner shall  constitute  attendance
     and  presence  in  person  at the  meeting  of the  person  or  persons  so
     participating.

     The regular meetings of the Board shall be held quarter-annually, one after
     the first Member  meeting and the remaining  three held on the last working
     Monday  of the  months of  April,  July and  October  or as  determined  by
     resolution of the Board.

     The Board may hold special meetings whenever  requested by one-third of the
     Managers. No notice shall be required for any regular meeting of the Board.
     The Board member  appointed by the Board as Secretary  shall give notice of
     each special  meeting by mailing the same at least five (5) days before the
     meeting or by  facsimile  notice at least three (3) days before the meeting
     to each  Manager.  Unless  otherwise  indicated in the notice,  any and all
     business to be performed  by the Board  pursuant to this  Agreement  may be
     transacted at any special or regular Board meeting;  provided however, that
     if at least one  Manager  designated  by each Member is not present at such
     meeting, only such business as set forth in the notice for such meeting may
     be  considered  and  voted  upon.  A  majority  of the  full  Board as then
     presently  existing  shall  constitute  a  quorum  for the  transaction  of
     business,  but if at any  meeting of the Board  there is less than a quorum
     present, a majority of those present may adjourn the meeting and reschedule
     the meeting for a date when a quorum is present.

     Each Manager may bring one or more other advisors to any meeting,  provided
     that such advisors  shall not have the right to vote on any matter  brought
     before the Board of Managers; and provided further, that the Managers shall
     have the right to call  executive  sessions of the Board and to exclude any
     person not a Manager from such executive session.

     Any action  required or  permitted to be taken at a meeting of the Board of
     Managers may be taken without a meeting if each of the Managers  consent in
     writing to such action.
<PAGE>

3.5. Executive Committee and Other Committees.

     The Board of Managers,  by  resolution  adopted by a majority of the Board,
     may  designate  three or more  Managers  (at least  one of which  must be a
     Manager  designated  by HSB) to  constitute  an  Executive  Committee.  The
     Executive  Committee  shall have the powers and  authority  of the Board as
     stated in the resolution;  provided,  however,  such committee shall not do
     any act not  authorized  by this  Agreement  to be done by the Board or not
     otherwise  delegated to the Board by the Members.  The Executive  Committee
     shall  serve at the  pleasure  of the Board and shall  keep  minutes of its
     meetings and report the same to the Board.

     The Board may, by  resolution  adopted by a majority of the Board,  appoint
     permanent or temporary  committees and assign such duties and delegate such
     powers to said  committees  as the Board deems  necessary and proper and as
     consistent with this Agreement,  provided that no such committee shall have
     any  authority to make any  determination,  or designate any person to make
     any determination,  in each case, regarding any of the matters set forth in
     Section 3.10 hereof without the approval of the Members in accordance  with
     such Section  3.10.  HSB shall be entitled to designate at least one member
     on each such committee.

3.6. Underwriting Committee and Claim Committee

     The Board of Managers shall appoint an  Underwriting  Committee and a Claim
     Committee.

     (a)  The Underwriting Committee shall be comprised of two standing members,
          one of which  shall be an employee  of ERC  designated  by ERC and the
          other  shall be an  employee  of HSB  designated  by HSB.  The initial
          members of the  Underwriting  Committee are identified on Schedule II.
          The standing members may designate one or more additional  individuals
          to serve as  members  on the  committee  as they may from time to time
          deem  useful in carrying  out their  assigned  duties.  The powers and
          duties of the Underwriting Committee shall be to develop and recommend
          for Member approval,  underwriting guidelines, rules and practices for
          the  conduct  of  the  HSB-IRI  Business,  including  the  appropriate
          methodology for allocating written premium between property and boiler
          and  machinery  coverages,  and to  exercise  such  other  powers  and
          authority  as the Board of  Managers  may  determine  and  specify  in
          writing from time to time hereafter.

     (b)  The Claim Committee shall be comprised of two standing members, one of
          which  shall be an  employee  of ERC  designated  by ERC and the other
          shall be an employee of HSB designated by HSB. The initial  members of
          the Claim  Committee  are  identified  on  Schedule  II. The  standing
          members may designate one or more  additional  individuals to serve as
          members on the  committee as they may from time to time deem useful in
          carrying out their assigned duties. The 
<PAGE>

          powers and duties of the Claim  Committee  shall be to develop  claims
          handling  guidelines,  rules  and  practices  for the  conduct  of the
          HSB-IRI Business,  including the allocation of losses between property
          and boiler and machinery  coverages  (consistent with Exhibit A to the
          ERC  Reinsurance  Agreement),  and to exercise  such other  powers and
          authority  as the Board of  Managers  may  determine  and  specify  in
          writing from time to time hereafter.

3.7  Committee Governance.

     Unless  otherwise  specified in the writing  designating  the committee,  a
     majority  of the  members of such  committee  may elect its Chair,  fix its
     rules of  procedures,  fix the time and place of meetings  and specify what
     notice  of  meetings,  if any,  shall  be  given.  Written  records  of the
     proceedings of any committee shall be maintained and furnished to the Board
     of Managers.  Any action required or permitted to be taken at any committee
     meeting  may be taken  without a  meeting  if each of the  members  of such
     committee consent in writing to such action.

3.8  No Compensation to Managers and Committee Members

     The Managers and other committee members shall receive no compensation from
     the Company  for  performing  their  services  as  Managers  and  committee
     members.  Each  Member  shall be  solely  responsible  for the  payment  of
     salaries,  benefits,  retirement allowances and travel and lodging expenses
     for all Managers appointed by it.

3.9  Board Actions.

     Subject to the  provisions of this  Agreement and the Operating  Agreement,
     the President  and the other  officers of the Company shall have the power,
     acting  individually  or jointly,  to represent and bind the Company in all
     matters,  in accordance with the scope of their respective  duties,  except
     that the following  actions or types of transactions  shall not be taken or
     consummated without the affirmative vote, approval or consent of at least a
     majority of Managers on the Board:

     (a)  decisions  regarding  any capital  expenditure  or capital  project in
          excess of Five Hundred Thousand Dollars ($500,000);

     (b)  decisions  regarding  borrowing,  finance  leases,  or the creation of
          security interests, liens or mortgages in or on any property or assets
          of the Company,  in amounts that exceed Five Hundred  Thousand Dollars
          ($500,000);

     (c)  decisions regarding any loan, advance or giving credit in amounts that
          exceed Five Hundred Thousand Dollars ($500,000);

     (d)  decisions  regarding the disposition of assets having either a book or
          market value of more than Five Hundred Thousand Dollars ($500,000);
<PAGE>

     (e)  material  decisions  regarding  the  initiation,  defense,  conduct or
          settlement of litigations,  arbitrations  or other disputes  involving
          amounts in excess of Five Hundred Thousand Dollars ($500,000);

     (f)  entering into,  making any material  amendment to or  terminating  any
          material contract or transaction;

     (g)  selection of independent auditors;

     (h)  acquiring,  purchasing  or  subscribing  for, or selling or  otherwise
          disposing of, any shares,  debentures,  mortgages or securities in any
          company or any other entity;

     (i)  establishing any new branch,  office or other permanent  establishment
          or forming any subsidiary company or entity of the Company;

     (j)  any other strategic issue or material decision that at least three (3)
          Managers  determine  in good faith  should  require  approval or other
          determinations by the Board.

3.10 Member Actions.

     The following  matters in  particular  shall be determined by the unanimous
     affirmative vote, approval or consent of the Members:

     (a)  any amendment to this Agreement or to the Articles of  Organization of
          the Company;

     (b)  the issuance of any  additional  Interests or, in connection  with the
          transfer/assignment of an Interest, the admission of any additional or
          substitute Members and the terms and conditions of, and time for, such
          admissions  as well as the amount of the Capital  Contribution  of the
          additional Member(s);

     (c)  authorizing  a  Member  or a  non-member  Manager  to do any act  that
          contravenes this Agreement or any amendment to this Agreement;

     (d)  any merger or consolidation of or involving the Company;

     (e)  any sale, exchange, lease, conveyance or other transfer or disposition
          of all, or substantially all, of the assets of the Company;

     (f)  a change in name of the Company;

     (g)  engaging in a business other than as provided for in this Agreement or
          as originally determined by the Initial Member;
<PAGE>

     (h)  adoption of underwriting guidelines rules and practice,  including the
          appropriate   methodology  for  allocating   written  premium  between
          property and boiler and machinery coverages; and

     (i)  approval of any annual budget, strategic plan or business plan for the
          Company and any material changes thereto.

     The following  matters in particular shall be determined by the affirmative
     vote, approval or consent of at least Two-Thirds in Interest of the Member;
     or if the  number of Members at the time a matter is to be voted on is less
     than three, by the unanimous  affirmative vote,  approval or consent of the
     Members:

     (a)  appointment or removal of the President and Chief Executive Officer

     (b)  creation of executive compensation and employee benefit programs

     (c)  payment of  distributions  to the  Members  (except  distributions  in
          connection with the Related Agreements, routine year-end distributions
          as  provided   herein  and   distributions   in  connection  with  the
          dissolution and winding up of the Company);

     (d)  the withdrawal of a Member;

     (e)  the  assignment of any of the property of the Company in trust for the
          benefit of  creditors,  or the making or filing,  or  acquiescence  in
          making or filing by any other  person,  of a petition or other  action
          requesting the  reorganization or liquidation of the Company under the
          bankruptcy laws; and

     (f)  decisions  regarding  any capital  expenditure  or capital  project in
          excess of One Million Dollars ($1,000,000);

     (g)  decisions  regarding  borrowing,  finance  leases,  or the creation of
          security interests, liens or mortgages in or on any property or assets
          of  the  Company,   in  amounts   that  exceed  One  Million   Dollars
          ($1,000,000);

     (h)  decisions regarding any loan, advance or giving credit in amounts that
          exceed One Million Dollars ($1,000,000);

     (i)  decisions  regarding the disposition of assets having either a book or
          market value of more than One Million Dollars ($1,000,000);

     (j)  material  decisions  regarding  the  initiation,  defense,  conduct or
          settlement of litigations,  arbitrations  or other disputes  involving
          amounts in excess of One Million Dollars ($1,000,000);
<PAGE>

     (k)  decisions   concerning   the   allocation  of  revenues  and  expenses
          attributable to any fee for service  business of IRI not treated as an
          offset from HSB's reimbursement  obligation under paragraph 6.5 of the
          Operating Agreement.

     (l)  entering into or amending any written  contract,  or consummating  any
          other transaction,  with any Member or any Affiliate of any Member, or
          in connection with which any Member or any Affiliate of any member has
          a direct  or  indirect  financial  interest,  other  than the  Related
          Agreements;

     (m)  any other matter that is subject to the agreement, consent or approval
          of the Members hereunder.

3.11 Membership  of  Board  of  Directors.   Underwriting  Committee  and  Claim
     Committee of IRI

     For as long as HSB  and ERC  (and/or  their  Affiliates)  remain  the  only
     Members of the Company  and the only  members of IRI,  the same  members as
     serve on the Board of Managers of the Company shall serve as the members of
     the  Board of  Directors  of IRI and the  same  members  that  serve on any
     committee  of the  Board of  Managers  shall  serve as the  members  of the
     committees  of the Board of Directors of IRI having  comparable  duties and
     authorizations.

3.12 President and Chief Executive Officer

     From time to time as  appropriate,  the Members shall elect a President and
     Chief  Executive  Officer of the  Company who shall serve as such until the
     earlier of his death or resignation  or his removal in accordance  with the
     terms of this Agreement.  The initial President and Chief Executive Officer
     shall be Michael L. Downs. The President and Chief Executive  Officer shall
     have the responsibility for managing the day-to-day business operations and
     affairs of the Company and supervising  its other officers,  subject to the
     direction,  supervision and control of the Board. In general, the President
     shall  have such  other  powers and  perform  such other  duties as usually
     pertain  to the  office of the  President,  and as from time to time may be
     assigned to him by the Board, subject to the provisions of Sections 3.9 and
     3.10 and the terms and conditions of the Operating Agreement.

     The President and Chief  Executive  Officer of the Company shall also serve
     as the President and Chief Executive Officer of IRI.

3.13 Conduct of the Business of the Company.

     The Initial Members agree to cause the HSB-IRI  Business to be conducted in
     accordance with the underwriting guidelines, rules and practice approved by
     the  Members  in  accordance  with  Section  3.10  hereof  and the  Related
     Agreements, as may be amended from time to time hereafter.
<PAGE>

     (a)  If at some future date,  one or both of the Initial  Members desire to
          integrate,  combine,  or  incorporate  the  HSB-IRI  Business,  or any
          portion  thereof,  with  blended  products  (e.g.  property  insurance
          combined with one or more other coverages, such as casualty or workers
          compensation, or with financial products) the Initial Members agree to
          preserve the rights and  opportunities  to which HSB is entitled  with
          respect to the HSB IRI Business under the Operating  Agreement and the
          Reinsurance   Agreements   in  any  such  blended   product   business
          activities.

     (b)  In the event that  substantial  and  materially  adverse  developments
          threaten to frustrate the commercial viability of the HSB-IRI Business
          as structured,  ERC and HSB agree to initiate  discussions  leading to
          modification  of this Agreement and the Related  Agreements.  Any such
          modifications  shall preserve,  to the greatest extent  possible,  the
          rights,  obligations  and  opportunities  to  which  the  parties  are
          entitled under this Agreement and the Related Agreements.

                                   ARTICLE IV

                  FINANCING; CAPITAL ACCOUNTS AND DISTRIBUTIONS

4.1. Capital Contributions.

     The Initial  Members have  contributed to the Company the property and cash
     set forth in Schedule I hereto.  Persons or entities  hereafter admitted as
     Members of the Company shall make such contributions of cash (or promissory
     obligations), property or services to the Company as shall be determined by
     the Members, acting unanimously, at the time of each such admission. Except
     as  otherwise  agreed by all  Members,  the  Initial  Members and any other
     Member shall have no  obligation to make any capital  contributions  beyond
     their initial capital contribution to the Company.

4.2. Future Financing of the Company.

     The Company  may  require  additional  funds for  capital  expenditures  or
     working capital  requirements in the future and any such additional funding
     shall be obtained  from any of the  following  sources as the Members shall
     unanimously  agree: (a) cash reserves of the Company;  (b) loans from banks
     or other financial institutions;  (c) additional Capital Contributions made
     to the Company by the Members in proportion to their  Percentage  Interests
     in amounts to be determined  by the Members;  (d) loans made to the Company
     by  Members  and/or  related  companies  of the  Members;  or (e) any other
     funding source agreed upon by the Members.

4.3. Capital Accounts.

     (a)  A  single,  separate  capital  account  shall be  maintained  for each
          Member.  Each  Member's  capital  account  shall be credited  with the
          amount  of money and the fair 
<PAGE>

          market  value of  property  (net of any  liabilities  secured  by such
          contributed  property  that the Company  assumes or takes  subject to)
          contributed  by that Member to the Company;  the amount of any Company
          liabilities  assumed by such Member (other than in  connection  with a
          distribution of Company property) and such Member's distributive share
          of Company profits  (including tax exempt income) as determined by the
          Member's Percentage  Interest.  Each Member's capital account shall be
          debited with the amount of money and the fair market value of property
          (net of any liabilities  that such Member assumes or takes subject to)
          distributed  to such  Member;  the amount of any  liabilities  of such
          Member  assumed  by the  Company  (other  than  in  connection  with a
          contribution);  and such Member's distributive share of Company losses
          (including  items that may be neither  deducted  nor  capitalized  for
          federal income tax purposes) as determined by the Member's  Percentage
          Interest.

     (b)  The capital  accounts  shall be maintained  and adjusted in accordance
          with  the  Internal  Revenue  Code,  Section  704(b)  and  (c) and the
          Regulations  (1.704-1(b)).  In the  event  the  Members  or the  Board
          determine that it is prudent to modify the manner in which the capital
          accounts  or any debits or credits  thereto  are  computed in order to
          comply  with such laws and  regulations,  the Members or the Board may
          make  such  modification,  provided  that it is not  likely  to have a
          material  effect  on  the  amounts  distributed  to  any  Member  upon
          dissolution as provided herein.

     (c)  Any Member,  including  any  substitute  Member,  who shall receive an
          Interest (or whose Interest shall be increased) by means of a transfer
          to it of all or a part of the Interest of another Member, shall have a
          capital account that reflects the capital account  associated with the
          transferred Interest.

4.4  Expenses of the Company.

     All of the  Company  expenses  shall be billed  directly to and paid by the
     Company.  The Company is specifically  authorized to make reimbursements to
     any Member that  provides  goods,  materials or services used for or by the
     Company  provided  such are  authorized  in  advance in writing or are paid
     pursuant to a written agreement approved by the Members.  In no event shall
     any amount charged to the Company as a  reimbursable  expense by any Member
     exceed the amount that the Company would be required to pay to  independent
     parties for comparable goods, materials or services.

4.5. Distributions.

     Distributions  of cash or other assets of the Company shall be made at such
     times  and in such  amounts  as the  Members  may  determine,  except  that
     distributions  shall be routinely made at each year-end  unless the Members
     determine it would not be prudent to do so.  Distributions shall be made to
     (and  profits  and losses  shall be  allocated  among)  Members pro rata in
     accordance with their respective Percentage Interests.
<PAGE>

                                    ARTICLE V

                  TAX AND ACCOUNTING MATTERS; BOOKS AND RECORDS

5.1  Tax Matters.

     (a)  The Board will  designate  a  Member-Manager  who will act as the "tax
          matters  partner"  within the meaning of Section  6231 of the Internal
          Revenue  Code.  The tax matters  partner  shall  promptly  advise each
          Member and the Board of any audit proceeding  proposed to be conducted
          with respect to the Company.

     (b)  It is the intention of the Initial  Members and shall be the intention
          of all  subsequently  admitted Members that the Company shall be taxed
          as a  "partnership"  for federal and state  income tax  purposes.  All
          provisions  of this  Agreement  are to be  construed so as to preserve
          that  tax  status.  The  Members  will  take all  reasonable  actions,
          including the  amendment to this  Agreement and the execution of other
          documents,  as may be required in order for the Company to qualify for
          and receive  "partnership"  treatment for federal and state income tax
          purposes.

     (c)  All items of Company income, gain, loss, deduction, credit or the like
          shall  be  allocated  among  the  Members  in  accordance  with  their
          respective Percentage Interest as set forth in Schedule I.

     (d)  Each of the Members shall execute or cause to be executed from time to
          time all other instruments,  certificates,  notices and documents, and
          shall do or cause to be done all such  filing,  recording,  publishing
          and other acts, in each case, as may be necessary or appropriate  from
          time  to time to  comply  with  all  applicable  requirements  for the
          formation  and/or  operation and, when  appropriate,  termination of a
          limited  liability  company in the State of Connecticut  and all other
          jurisdictions where the Company shall desire to conduct its business.

5.2  Books and Records.

     The Company  shall  maintain or cause to be maintained  separate,  full and
     accurate  books  and  records  of  the  Company,  and  the  Members  or any
     authorized  representatives  of the members will have the right to inspect,
     examine  and copy the  same,  and to meet  with  employees  of the  Company
     responsible  for preparing the same,  at reasonable  times during  business
     hours and upon reasonable notice.

5.3  Reports to Members.

     The Members  Committee shall provide or shall cause to be provided to, each
     Member  such  financial  reports and  statement  in such form and with such
     frequency  as such Member may  reasonably  request.  The fiscal year of the
     Company  shall be a calendar
<PAGE>

     year.  The  books  and  records  of the  Company  shall  be  maintained  in
     accordance with generally accepted  accounting  principles and the Internal
     Revenue Code and Regulations.

                                   ARTICLE VI

              TRANSFERS OF INTERESTS; BUY-OUT RIGHTS; WITHDRAWAL OF
                              MEMBERS; DISSOLUTION

6.1  Transfers of Company Interests.

     No Member  may sell,  assign,  pledge or  otherwise  transfer  or  encumber
     (collectively  "transfer")  all or any part of its Interest in the Company,
     and no  transferee  of all or any part of the Interest of a Member shall be
     admitted as a substitute Member,  without having obtained the prior written
     consent of at least Two-Thirds in Interest of the non-transferring Members,
     or in the event that there are less than three members,  the consent of the
     non-transferring  Member.  In no  event  shall  a  transfer  of a  Member's
     Interest  include an assignment or transfer of the right to  participate in
     the  management  and affairs of the  Company or to become or  exercise  any
     rights of a Member.  Until the  assignee of a Member's  Interest  becomes a
     Member  upon the  consent of  Members  as  described  above,  the  assignor
     continues to be a Member and have all the powers  attendant  to  membership
     provided  herein.  The Members  shall amend  Schedule I hereto from time to
     time to  reflect  transfers  made in  accordance  herewith.  Any  purported
     transfer in violation of this Section  shall be null and void and shall not
     be recognized by the Company.

6.2  Buy-Out Rights.


     (a)  For a period of 180 days  following the effective  date of a Change in
          Control of HSB,  ERC shall  have the right to  purchase  HSB's  Member
          Interest in the  Company at a price  equal to X times Y (the  "Buy-Out
          Price") where:

          X = the total Pre-Tax  Earnings (as defined  herein) earned by HSB for
          the four calendar quarters immediately  preceding the calendar quarter
          within which the Announcement Date occurs; and

          Y = closing price of HSB Group, Inc. common stock on the day preceding
          the  Announcement  Date divided by the  aggregate net income per share
          for the previous four  quarters;  provided that in no event shall Y be
          less than 10 or more than 15.

          "Pre-Tax  Earnings"  for the purpose of  computing  the Buy-Out  Price
          shall be the sum of :
<PAGE>

          (i) the net amount of ceding commission earned by HSB after performing
          the calculation under Paragraph 7.3 of the Operating  Agreement,  less
          Operating Costs as defined in the Operating Agreement;

          (ii) the  underwriting  income  of HSB ( which  for  purposes  of this
          formula  will not be less  than  zero) on a GAAP  basis  earned by HSB
          under the Reinsurance  Agreements,  after giving effect to any Outward
          Reinsurance  ceded in accordance  with  Paragraph 4.2 of the Operating
          Agreement; and

          (iii) an allocable portion of HSB's investment income  attributable to
          the cash held by IRI in connection with (i) and (ii).

     (b)  In order to  exercise  such right,  ERC must  deliver  written  notice
          relating thereto to HSB within the 180 day period following the Change
          in  Control to HSB,  and within  thirty  (30) days of  receiving  such
          notice,  HSB shall  send a notice  to ERC  setting  forth the  Buy-Out
          Price.  Within  fifteen  (15)  days of  receiving  such  notice of the
          Buy-Out  Price,  ERC shall  send a notice to HSB  stating  that it has
          either  decided to (i) purchase  HSB's Member  Interest at the Buy-Out
          Price (a  "Buy-out  Acceptance  Notice")  or (ii) not  purchase  HSB's
          Member  Interest.  In the event  that ERC  fails to give  such  notice
          within  such  fifteen  (15) day  period,  ERC  shall be deemed to have
          elected not to purchase HSB's Member Interest.

     (c)  A purchase and sale of HSB's Member Interest  pursuant to this Section
          6.2, shall take place at the office of the Company on such date within
          thirty  (30) days of the date of  delivery  of the  Buyout  Acceptance
          Notice as specified by ERC (subject to extension if required to obtain
          any  regulatory   approvals  and  to  permit  the  expiration  of  any
          applicable statutory waiting periods).

     (d)  ERC may assign its right to purchase HSB's Member  Interests  pursuant
          to this Section 6.2 to any of its Affiliates.

     (e)  On the closing date of any purchase of HSB's Member Interest  pursuant
          to this Section  6.2,  the  Operating  Agreement  shall be  considered
          terminated  without  any  further  action  required on the part of the
          parties thereto to effect such termination.


6.3  Withdrawal of Members.

     No Member shall have the right to withdraw from the Company except with the
     consent of  two-thirds  in Interest of all other  Members,  or in the event
     that  there  are less  than  three  Members  at the  time of such  proposed
     withdrawal,  with the consent of the remaining Member,  and upon such terms
     and  conditions  as may be  specifically  agreed  upon  between  such other
     Members  and the  withdrawing  Member.  The  withdrawing  Member  shall  be
     entitled  to receive  any  distribution  which the Member was  entitled  to
     receive  prior  to  the  withdrawal.  Unless  otherwise  agreed  to by  the
     remaining Members,  the 
<PAGE>

     withdrawing  Member  shall not be  entitled  to  payment  for the  Member's
     Interest in the  Company  and,  beginning  on the date of  withdrawal,  the
     withdrawing Member shall no longer be a Member of the Company.

6.4  Return of Capital.

     No Member shall have any liability  for the return of any Member's  Capital
     Contribution  which Capital  Contribution  shall be payable solely from the
     assets of the Company at the absolute discretion of the Members.

6.5. Dissolution.

     Subject to the  provisions  of Section 6.6 of this  Agreement,  the Company
     shall be dissolved and its affairs wound up and  terminated  upon the first
     to occur of the following:

     (a)  the determination of all the Members to dissolve the Company;

     (b)  the insolvency of a Member or any other event causing a dissolution of
          the Company under Section 34-180 of the Connecticut Act; or

     (c)  the occurrence of any event that makes it unlawful for the business of
          the  Company to be  carried on or for the  Members to carry it on as a
          limited liability company.

6.6. Continuation of the Company.

     Notwithstanding  the provisions of Section 6.5(b) herein, the Company shall
     not be  dissolved  if within  ninety (90) days after the  occurrence  of an
     event described in Section 6.5(b), the business of the Company is continued
     by the agreement of all the remaining Members.

                                   ARTICLE VII

                               DISPUTE RESOLUTION

7.1. Negotiation between Executives.

     (a)  The Members shall attempt in good faith to resolve any dispute arising
          out of or relating to this Agreement promptly by negotiations  between
          executives  who have authority to settle the  controversy.  Any Member
          may give the other Members  written notice of any dispute not resolved
          in the normal  course of  business.  Within 20 days after  delivery of
          said  notice,  executives  of the  Members  shall  meet at a  mutually
          acceptable time and place,  and thereafter as often as they reasonably
          deem  necessary,  to exchange  relevant  information and to attempt to
          resolve the  dispute.  If the matter has not been  resolved  within 60
          days of the disputing  
<PAGE>

          Member's  notice,  or if the Members fail to meet within 20 days,  any
          Member may initiate  mediation of the controversy or claim as provided
          hereinafter.

     (b)  If a negotiator executive intends to be accompanied at a meeting by an
          attorney, the other negotiator executive shall be given at least three
          working days' notice of such  intention and may also be accompanied by
          an attorney. All negotiations pursuant to this clause are confidential
          and shall be treated as compromise  and  settlement  negotiations  for
          purposes of the Federal Rules of Evidence and state rules of evidence.

7.2  Mediation.

     If the dispute has not been resolved by negotiation as provided above,  the
     parties shall endeavor to settle the dispute by submitting it to the Center
     for Public Resources (CPR) Institute for Dispute Resolution,  New York, New
     York for mediation under the then current CPR Model Procedure for Mediation
     of Business Disputes. The neutral third party will be selected from the CPR
     Panel of Neutrals.  If the parties  encounter  difficulty  in agreeing on a
     neutral, they will seek the assistance of CPR in the selection process.

                                  ARTICLE VIII

                                  MISCELLANEOUS

8.1  Limitation of Liability.

     The debts,  obligations and liabilities of the Company,  whether arising in
     contract,  tort or  otherwise  shall be solely the debts,  obligations  and
     liabilities  of the Company and no Member of the Company shall be obligated
     personally for any such debt, obligation or liability of the Company solely
     by reason of being a Member.

8.2. Standard of Care and Indemnification of Members or non-Member Managers.

     (a)  No Member or member of the Board of Managers,  or any committee  there
          of shall have any personal liability  whatsoever to the Company or any
          other Member on account of such Member's or Person's status thereof or
          by reason of such Member's or Person's acts or omissions in connection
          with the conduct of the  business of the Company;  provided,  however,
          that nothing  contained  herein shall  protect any Member or member of
          the Board of Managers, or any committee thereof, against any liability
          to the  Company  or the  Members to which  such  Member or  non-Member
          Manager  would  otherwise  be  subject  by reason  of:  (i) any act or
          omission  of such  Member  or Person  that  involves  actual  fraud or
          willful  misconduct or (ii) any transaction  from which such Member or
          Person derived improper personal benefit.
<PAGE>

     (b)  The  Company  shall  indemnify  and  hold  harmless  each  Member  and
          non-Member   Manager  and  the  affiliates  of  any  Member  (each  an
          "Indemnified  Party")  against  any and all losses,  claims,  damages,
          expenses  and  liabilities   (including,   but  not  limited  to,  any
          investigation,   attorneys'  fees,   expert  witness  fees  and  other
          reasonable  expenses incurred in connection with, and any amounts paid
          in settlement of, any action,  suits,  proceedings,  or claims) of any
          kind or nature  whatsoever that such Indemnified Party may at any time
          become subject to or liable for by reason of the formation,  operation
          or termination of the Company or the  Indemnified  Party's  actions in
          connection with the conduct of the affairs of the Company  (including,
          without  limitation,   indemnification   against   negligence,   gross
          negligence or breach of duty); provided,  however, that no Indemnified
          Party shall be entitled to  indemnification  if and to the extent that
          the liability otherwise to be indemnified for results from (i) any act
          or omission of such  Indemnified  Party that involves  actual fraud or
          willful misconduct or (ii) any transaction from which such Indemnified
          Party derives  improper  personal  benefit.  The indemnities  provided
          hereunder shall survive termination of the Company and this Agreement.
          Each  Indemnified  Party shall have a claim  against the  property and
          assets  of the  Company  for  payment  of any  indemnity  amounts  due
          hereunder,  which amounts shall be paid or properly reserved for prior
          to the making of  distributions  by the Company to Members.  Costs and
          expenses that are subject to  indemnification  hereunder shall, at the
          request of the Indemnified  Party, be advanced by the Company to or on
          behalf  of such  Indemnified  Party  prior  to final  resolution  of a
          matter,  so long as such  Indemnified  Party shall have  provided  the
          Company with a written  undertaking  to reimburse  the Company for all
          amounts  so  advanced  if  it  is  ultimately   determined   that  the
          Indemnified Party is not entitled to indemnification hereunder.

     (c)  The  contract  rights to  indemnification  and to the  advancement  of
          expenses  conferred  in this Section 8.2 shall not be exclusive of any
          other  right that any party may have or  hereafter  acquire  under any
          statute, agreement, vote of the Members or otherwise.

     (d)  The Company may maintain insurance,  at its expense, to protect itself
          and any  Member or  non-Member  Manager  of the  Company,  or  another
          limited liability company,  corporation,  partnership,  joint venture,
          trust or other  enterprise  against any  expense,  liability  or loss,
          whether  or not the  Company  would have the power to  indemnify  such
          party  against such expense,  liability or loss under the  Connecticut
          Act.

     (e)  The  Company  may, to the extent  authorized  from time to time by the
          Members,  grant  rights  to  indemnification  and  to  advancement  of
          expenses to any employee or agent of the Company to the fullest extent
          of the provisions of this Section with respect to the  indemnification
          and advancement of expenses of Members and non-Member  Managers of the
          Company.
<PAGE>

8.3  Notices.

     Notices  required or  permitted by this  Agreement  shall be in writing and
     shall be delivered personally (by courier or otherwise),  sent by facsimile
     transmission  (confirmation  received) or sent by certified,  registered or
     express mail, postage prepaid. Any such notice will be deemed given when so
     delivered personally or sent by facsimile transmission or, if mailed, three
     days after the date of deposit into the United States mails. All notices or
     communications  under this  agreement  shall be  addressed as follows or to
     such other address as any party may designate by notice given in accordance
     with this agreement to the other parties.

     If to ERC:

     Employers Reinsurance Corporation 
     5200 Metcalf
     Overland Park, Kansas 62201

     Attention: General Counsel
     Facsimile No.: (913) 676-5483

     If to HSB:

     The Hartford Steam Boiler Inspection and Insurance Company
     P.O. Box 5024
     One State Street
     Hartford, CT 06102-5024

     Attention: General Counsel
     Facsimile No.: (860) 722-1818

     If to LLC:

     HSB Industrial Risk Insurers L.L.C.
     85 Woodland Street
     Hartford, CT 06102

     Attention: Chief Executive Officer
     Facsimile No.: (860) 520-7559

8.4. Amendments.

     This Agreement may be amended only by the unanimous  written consent of the
     Members.
<PAGE>


8.5  Execution in Counterparts.

     This   Agreement  may  be  executed  by  the  parties  hereto  in  separate
     counterparts,  each of which when so  executed  and  delivered  shall be an
     original,  but all such counterparts shall together  constitute one and the
     same instrument.

8.6. Governing Law.

     This  Agreement  shall be governed by and construed in accordance  with the
     laws of the State of Connecticut without giving effect to any choice of law
     or conflict of law provision or rule  (whether of the State of  Connecticut
     or any other  jurisdiction) that would cause the application of the laws of
     any jurisdiction other than the State of Connecticut.

8.7. Headings.  The Section  headings of this Agreement are for convenience only
     and shall not in any way affect the interpretation hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the date first above written.


                                            MEMBER


                                            EMPLOYERS REINSURANCE CORPORATION

                                            ------------------------------------
                                            By: John M. Connelly
                                            Title: Senior Vice President, 
                                                   General Counsel and Secretary

                                            MEMBER


                                            THE HARTFORD STEAM BOILER
                                            INSPECTION AND INSURANCE COMPANY

                                            ------------------------------------
                                            By: Robert C. Walker
                                            Title: Senior Vice President and 
                                                   General Counsel




<PAGE>


                                   Schedule I

Member Name & Address                   Capital                     Percentage
                                     Contribution                   Interest


Employers Reinsurance Corporation   IRI Book of Business
5200 Metcalf                      with a value of $_________
Overland Park, Kansas  66201    $ [cash ]__________________            90%
                                    IRI trademark license
                                 license to use IMS assets

The Hartford Steam Boiler        HSB U.S. Special Risk
  Inspection and Insurance      Manufacturing Book of
  Company                     Business with a value of
P.O. Box 5024                   $ _________________                    10%
One State Street
Hartford, Connecticut 06102-5024  $ [cash] _________________
                                    HSB trademark license

                              TOTAL:  $__________________             100%



<PAGE>



                                   Schedule II


Managers                                    Designated By:

Kaj Ahlmann                                 Employers Reinsurance Corporation

John M. Connelly                            Employers Reinsurance Corporation

Robert Dellinger                            Employers Reinsurance Corporation

Hoyt Wood                                   Employers Reinsurance Corporation

Gordon W. Kreh                              The Hartford Steam Boiler Inspection
                                              and Insurance Company

Saul L. Basch                               The Hartford Steam Boiler Inspection
                                              and Insurance Company

Michael L. Downs                            The Hartford Steam Boiler Inspection
                                              and Insurance Company

Members of Underwriting
Committee

Hoyt Wood                                   Employers Reinsurance Corporation

Michael Downs                               The Hartford Steam Boiler Inspection
                                              and Insurance Company

Members of Claim Committee

John M. Connelly                            Employers Reinsurance Corporation

Robert C. Walker                            The Hartford Steam Boiler Inspection
                                              and Insurance Company