<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   FORM 10-K

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR  ENDED DECEMBER 31, 1996

                         COMMISSION FILE NUMBER 0-24800

                             THE TENERE GROUP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


        MISSOURI                                          43-1675969
(State or Other Jurisdiction of          (I.R.S. Employer Identification Number)
Incorporation or Organization)

1903 E. Battlefield, Springfield, MO                             65804
(Address of Principal Executive Offices)                       (Zip Code)


                                  417-889-1010
              (Registrant's telephone number including area code)

Securities Registered Pursuant to Section 12(b) of the Act:   None

Securities Registered Pursuant to Section 12(g) of the Act:
                          Common Stock, $.01 Par Value
                                (Title of Class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d)  of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes  [X]   No __

     Indicate by check  mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part II of this Form 10-K or any
amendment to this Form 10-K.  [X]

     The aggregate market value as of March 27, 1997 of the voting stock held
by non-affiliates of the Registrant cannot be determined since there is no
market at this time for the stock.

     As of March 27, 1997 there were 1,999,774 shares outstanding of the
Registrant's Common Stock, $.01 par value.

                      DOCUMENTS INCORPORATED BY REFERENCE

As provided herein, portions of the following documents are incorporated herein
by reference.


          Document                                              Part of 10-K
          --------                                              ------------

   1996 Annual Report to Stockholders                               II
   Proxy Statement for the 1997 Annual Meeting of Stockholders     III





<PAGE>   2


                    THE TENERE GROUP, INC. AND SUBSIDIARIES

                               TABLE OF CONTENTS

ITEM                                                                      PAGE
----                                                                      ----

                                     PART I

1.  Business.............................................................   3

2.  Properties...........................................................  10

3.  Legal Proceedings....................................................  10

4.  Submission of Matters to a Vote of Security Holders..................  10

                                    PART II

5.  Market for the Registrant's Common Stock and Related Stockholder
    Matters..............................................................  11

6.  Selected Financial Data..............................................  11

7.  Management's Discussion and Analysis of Financial Condition and
    Results of Operation.................................................  11

8.  Financial Statements and Supplementary Data..........................  11

9.  Changes in and Disagreements with Accountants on Accounting and
    Financial Disclosures................................................  12

                                    PART III

10. Directors and Executive Officers.....................................  12

11. Executive Compensation...............................................  13

12. Security Ownership of Certain Beneficial Owners and Management.......  13

13. Certain Relationships and Related Transactions.......................  13

                                    PART IV

14. Exhibits, Financial Statement Schedules and Reports on Form 8-K......  14



                                       2


<PAGE>   3


                                     PART I

ITEM 1. BUSINESS

        HISTORY

        Risk Control Associates, Inc., an assessable mutual property and
        casualty insurance company, was organized in 1976 under Chapter 383 of
        the Revised Missouri Statutes (RSMo) to provide professional liability
        coverage to physicians and dentists practicing in the State of
        Missouri.  In 1991, the Company reorganized under Section 379.010 of
        the RSMo and became a non-assessable mutual property and casualty
        insurance company.  Its name was changed to RCA Mutual Insurance
        Company (RCA).  In 1995, the Company converted from a mutual to a stock
        property and casualty insurance company and its name was changed to
        Intermed Insurance Co. (Intermed).  Effective with the demutualization,
        Intermed became a wholly-owned subsidiary of The Tenere Group, Inc.
        (Tenere), a Missouri holding company formed during the demutualization
        process, and the policyholders of RCA became the stockholders of
        Tenere.

        Tenere has two principal operating subsidiaries, Intermed, which writes
        medical and dental malpractice insurance, and Interlex Insurance
        Company (Interlex), which writes legal malpractice insurance.  Both
        companies are admitted and write business in the States of Missouri and
        Kansas.  Interlex was formed in 1994 when RCA merged two of its
        subsidiaries, Insurance Risks, Ltd., a Cayman Island corporation , and
        Springfield Casualty Company,  a Missouri corporation.  Tenere operates
        its businesses through a wholly-owned management company, Insurance
        Services, Inc. (ISI), pursuant to a management contract between
        Intermed, Interlex and ISI.  Neither Tenere, Intermed nor Interlex have
        employees and all persons conducting the businesses of these companies
        are employees of ISI.  The management contract with ISI is, in effect,
        a cost reimbursement so that ISI makes neither a profit nor a loss.

        PRODUCTS

        Intermed currently writes medical and dental malpractice insurance in
        the States of Missouri, Kansas and, through a purchasing group, Texas.
        Since the formation in 1976 of a predecessor company, medical and
        dental malpractice insurance has been its only line of business.
        Insurance is written on two policy forms, occurrence and claims-made.
        Prior to September 1, 1995 Intermed also wrote business on a
        claims-paid policy form.  Estimates of losses and loss adjustment
        expenses on occurrence coverages are charged to income as claims are
        incurred.  Estimates of losses and loss adjustment expenses on
        claims-made coverages are charged to income as claims are reported.
        Claims-paid coverages insured against claims which were reported and
        paid during the period the policy was in effect.   Intermed's
        obligation to defend and pay claims ended upon expiration of a
        claims-paid policy.  Claims-paid losses were incurred at the time of
        payment so no reserves were required on open claims.  Intermed,
        however, was contractually liable for claims that had been reported
        during the claims-paid policy period if the Company chose not to renew
        or discontinued a claims-paid policy.

        Intermed discontinued writing claims-paid policies effective September
        1, 1995.  As these policies expired over the twelve-month period ending
        August 31, 1996, claims-paid policyholders were given the opportunity
        to convert to claims-made policy. Reserves for all reported claims on
        claims-paid policies which non-renewed or discontinued during the
        period September 1, 1995 through August 31, 1996 totaled $3,977,000 at
        December 31, 1996 net of reinsurance.

        At December 31, 1996, Intermed had 1,228 policies in force: 485
        occurrence and  743 claims-made.  This was a decrease of 66 from the
        prior year end.  During the twelve-month period ended August 31, 1996,
        367 or 91% of claims-paid policyholders converted to claims-made
        policies.

                                       3


<PAGE>   4



        Interlex writes legal malpractice insurance on a claims-made policy
        form. At December 31, 1996, the Company had 428 policies in force, an
        increase of 232 over the prior year end.

        MARKETING

        Intermed sells its products through salaried employees and agents.  For
        the calendar year 1996, salaried employees wrote 70% and agents wrote
        30% of total premiums written.  Intermed will continue to market its
        products through salaried employees and agents, with primary emphasis
        on direct sales.

        During 1996, Intermed formed a purchasing group, Intermedical of Texas,
        Inc., and commenced operations offering medical malpractice insurance
        to physicians in the State of Texas.  Employees of ISI staff the
        purchasing group from an office in Austin, Texas.  During the first
        quarter of 1997, a second purchasing group, Dental Defense Specialists,
        Inc. was organized for the purpose of marketing malpractice insurance
        to dentists in Texas.

        Interlex also markets legal malpractice insurance through salaried
        employees and agents.  In calendar year 1996, salaried employees
        produced 82.5% of total premiums written and agents 17.5%.   Interlex
        plans to continue distributing its products through salaried employees
        and agents, with primary emphasis on direct sales.   A purchasing group
        for lawyers, Lawyers' Liability Association, Inc., has been organized
        but has not commenced operations.  During 1997, Interlex will seek
        admission to the States of Arkansas, Oklahoma and Texas.

        COMPETITION

        The insurance business is highly competitive.  In both Missouri and
        Kansas, Intermed and Interlex compete with both regional and national
        companies.  In 1995, the last year for which statistics are available
        from the Missouri Department of Insurance, there were 54 companies
        writing medical malpractice insurance in the state.  The top five
        writers had 67.47% of the market.  The largest market share was 20.86%.
        Intermed, the sixth largest writer in 1995 in the state, had a market
        share of 8.04%.

        Eight companies wrote legal malpractice insurance in the State of
        Missouri in 1995 according to the Missouri Department of Insurance.
        One company, sponsored by the Missouri Bar Association, had a market
        share of 72.3%; Interlex, which commenced operations in October 1994,
        had a market share of 2.3% and was the fifth largest writer.

        A number of hospitals in Missouri have begun purchasing the medical
        practices of  fee-for-service physicians and making the physicians
        employees of the hospital or a corporate entity affiliated with the
        hospital.  A number of these physicians formerly purchased their own
        professional liability insurance through smaller, physician-owned
        insurance companies such as Intermed .  As a result of the
        consolidation, many of the hospitals purchasing the practices of
        physicians have self-insured or seek professional liability insurance
        from professional liability carriers with capital and surplus greater
        than that of Intermed and at premiums lower than those currently
        offered by Intermed.

        The insurance industry is impacted by legislative changes, judicial
        interpretations, market competition, inflation and statutory
        requirements.  The insurance industry is also subject to cyclical
        patterns varying between "hard" and "soft" markets.  The usual duration
        of the cycle from one "hard" market through a "soft" market to another
        "hard" market is approximately six to seven years.  During the "hard"
        part of the cycle, insurance is more difficult to obtain and the price
        of the product is higher.  It is possible to characterize this segment
        as a "seller's" market.  The "soft" part of the cycle is characterized
        with ready availability of insurance products and com-

                                       4


<PAGE>   5

        mensurately lower prices for the product.  This segment could be
        characterized as a "buyer's" market.  During the soft portion of the
        cycle there is a downward pressure on pricing, thereby subjecting
        Intermed to increased pricing pressures which may have an adverse
        impact on its business and operations.  At the present time, the
        insurance industry has generally been in the soft portion of the cycle
        for approximately ten years.  While the industry has been in the soft
        portion of the cycle for an unusually long period, no assurance can be
        given that the industry will enter a hard market in the near future.
        Intermed currently has excess capacity and could double its current
        premium volume while maintaining required premium to surplus ratios.

        UNDERWRITING

        Underwriting for both Intermed and Interlex is performed by an
        experienced staff at the Company's home office in Springfield,
        Missouri.  This is augmented by Underwriting Committees composed of
        physicians and dentists for Intermed and lawyers for Interlex.  Because
        these Committees are geographically broad-based, there is, in most
        instances, personal knowledge of applicants and renewals.  This
        structure has enabled the Companies to maintain uniformly high
        underwriting standards.


        REGULATION

        The activities of Intermed and Interlex are regulated by the Missouri
        Department of Insurance.  The companies are subject to examination by
        the Department on a periodic basis.  Such examinations pertain to many
        aspects of the companies' operations and financial condition, including
        loss reserves, investments, licensing and rates.

        A financial examination and a limited market conduct examination were
        conducted by the Missouri Department of Insurance during 1996.  There
        were no major findings or recommendations.

        LOSS RESERVES AND CLAIMS

        Loss reserves are the amounts reserved by Intermed and Interlex to
        provide funds for payment of policyholders' claims in the future.  An
        insurance company must accumulate substantial loss reserves because
        policies provide for payments of substantial amounts in the future for
        claims that have occurred in prior contract periods.  These loss
        reserves are established as balance sheet liabilities representing
        estimates of future amounts needed to pay claims and related expenses
        with respect to insured events which have occurred, including events
        that have not yet been reported.

        Loss reserves associated with professional liability coverage tend to
        be relatively  higher than other types of property and casualty
        insurance for primarily two reasons:  the "tail" and the "trend."  The
        time between the occurrence and settlement of a claim is the "tail."
        Property coverage is generally a "short tail" line of business where
        loss reserves represent only those claims in the adjustment or
        reporting stages of the claim and which will, for the most part, be
        settled within the next year.  Liability coverage is generally a "long
        tail" line and the reserves represent claims that can take up to five
        to seven years to settle due to the fact that discovery of the injury
        can take several years and because of the complexity of the issues
        inherent in the claims.  This means that while property loss reserves
        represent a few months to a year of losses, professional liability loss
        reserves represent five to seven years of losses at any one time.
        Also, professional liability loss reserves, due to the length of time
        before settlement, are more sensitive than property lines to changes in
        external factors such as increased medical costs, increased jury awards
        and changes in the litigation environment.  These external factors are
        used to calculate the "trend," which is the yearly change in the
        overall costs of coverage.  The trend is factored into the calculation
        of the loss reserves and contributes to higher reserves for
        professional liability.

                                       5


<PAGE>   6



        Intermed employs an independent consulting actuary to make
        recommendations in the establishment of loss reserves and to render an
        opinion regarding the adequacy of Intermed's statutory loss reserves.
        The quantification of reserves is complex and imprecise as a result of
        the need to project future contingent events and the unpredictability
        of medical professional liability claims.  In determining reserve
        levels, the actuaries rely primarily on historical loss experience,
        adjusted for changing circumstances as deemed appropriate.  This
        reliance is based on the assumption that historical loss experience
        provides a good indication of future loss experience despite
        uncertainties in loss cost trends and delays in reporting and settling
        claims.  These uncertainties are increased by changes in normal
        inflation, changing propensities of individuals to file claims and new
        causes of action.  Despite these uncertainties in the determination of
        reserve levels, management believes that the methods used by Intermed
        and  Interlex in establishing reserves are reasonable and appropriate.

        As additional information becomes available and is reviewed, estimates
        reflected in earlier reserves may be revised upward or downward.  Any
        such increases could have an adverse effect on results for the period
        in which adjustments are made.  The uncertainties inherent in
        estimating ultimate losses on the basis of past experience have grown
        significantly in recent years as a result of judicial expansion of
        liability standards and expansive interpretations of insurance
        contracts.

        Reserves for losses and loss adjustment expenses are estimated based on
        Tenere's consolidated historical loss and loss adjustment expense
        experience supplemented by insurance industry loss data.  The reserves
        are reported on a present value basis discounted at the rate of  3% in
        1996, 4% in 1995 and 5% in 1994.  At the direction of the Missouri
        Department of Insurance, the discount will be eliminated ratably over
        the five-year period ending December 31, 1998.

        The following Loss Reserve Development Table sets forth the development
        of losses and loss adjustment expense reserve liabilities of Tenere for
        the years ended December 31, 1996 through 1986.  The top line of the
        table shows the estimated liability for unpaid losses and loss
        adjustment expense recorded at the end of each of the periods
        indicated.  These liabilities represent the estimated amount of losses
        and loss adjustment expense reserve for claims arising in the then
        current year and all prior years that are unpaid as of the end of each
        period.

                                       6



<PAGE>   7
                             GUIDE VI DISCLOSURE
                        LOSS RESERVE DEVELOPMENT TABLE
                                 (UNAUDITED)


<TABLE>
<CAPTION>

                                    1996      1995    1994      1993       1992       1991      1990     1989      1988     1987
                                    ----      ----    ----      ----       ----       ----      ----     ----      ----     ----
<S>                             <C>        <C>      <C>        <C>        <C>       <C>       <C>       <C>      <C>      <C>
Reserve for Unpaid Losses and
  Loss Adjustment Expenses         25,788    25,461   25,695    25,304     23,021    17,070    21,737    29,389   27,120   21,310

Cumulative Amount of Liability
  Paid as of:

One year later                                8,399    4,720     4,761      5,740     6,598     7,771     6,787    2,893    1,870
Two years later                                       11,342     8,085      9,830    12,093    14,080    14,200    9,548    4,646
Three years Later                                               14,375     13,478    15,096    18,030    19,651   16,636    7,082
Four years later                                                           16,441    16,160    20,433    23,262   21,949   11,496
Five years later                                                                     21,922    21,863    24,523   24,731   15,097
Six years later                                                                                23,926    25,250   25,251   16,844
Seven years later                                                                                        27,258   25,730   17,303
Eight years later                                                                                                 26,542   17,704
Nine years later                                                                                                           18,450

Liability reestimated as of:

One year later                               26,876   23,759    25,850     26,277    26,677    22,351    28,186   26,765   17,612
Two years later                                       23,550    23,824     27,023    28,436    28,462    26,147   26,217   19,467
Three years Later                                               23,253     25,280    28,861    28,711    28,835   24,660   18,904
Four years later                                                           24,303    27,309    29,380    30,947   28,899   17,824
Five years later                                                                     26,094    28,567    31,136   30,275   16,585
Six years later                                                                                26,883    30,822   30,131   20,485
Seven years later                                                                                        29,592   29,201   20,418
Eight years later                                                                                                 28,101   19,949
Nine years later                                                                                                           19,335

Cumulative redundancy (deficiency)           (1,415)   2,145     2,051        718    (9,024)   (5,146)     (203)    (961)   1,975

Gross liability - end of year      32,687    26,623   28,280
Reinsurance recoverable             7,099     1,162      585
                                   ------    ------   ------
Net liability - end of year        25,788    25,461   25,695
                                   ======    ======   ======
</TABLE>

<PAGE>   8



        Tenere's claims philosophy is to defend fully all claims in which an
        evaluation reveals little or no negligence.  In those claims in which
        liability exists, Tenere moves promptly to settle the claim early in
        order to minimize indemnity and loss adjustment expenses.

        The Claims Department is staffed with experienced claims specialists
        and is supervised by the Vice President-Claims/General Counsel of
        Tenere.  The case load per claims specialist is approximately 120
        cases.  This is purposefully kept low in order to allow for intensive
        scrutiny of each claim, close tracking of the progress of each claim
        and containment of loss adjustment expenses through constant
        monitoring.

        Based upon Tenere's data, 80% of claims closed in 1996 were with
        payment of no indemnity.  The average settlement for claims closed in
        1996 with the payment of indemnity was approximately $165,000.  Average
        allocated loss adjustment expenses for claims closed in 1996 was
        approximately $11,000.

        REINSURANCE

        Intermed had three reinsurance treaties in place during 1996:

        (1)  A primary excess of loss reinsurance treaty with Lloyd's
             Underwriters of London, England.  The treaty covered the period
             October 1, 1993 through September 30, 1996 with limits of
             $1,600,000 excess of  $400,000.  The treaty was renewed effective
             October 1, 1996 for a three-year period ending September 30, 1999.
             Where two or more policies and/or insureds are involved in the
             same loss occurrence, the limits are $1,600,000 excess of
             $400,000.  The maximum premium ceded under the contract ended
             September 30, 1996 would be 22.5% of net premiums earned during
             the contract period.  The maximum ceded under the contract ending
             September 30, 1999 would be 20% assuming the contract remains in
             effect for the full three year period.  In 1996, Intermed ceded
             earned premiums of approximately $2,208,000 and losses and
             allocated loss adjustment expenses of approximately $1,674,000.
             This type of reinsurance provides protection during periods when
             losses are both frequent and severe and is not intended to cover
             all losses.

             (2)  A  "catastrophic  awards  made"  excess of loss reinsurance
             with Lloyd's Underwriters of London with limits of $5,000,000
             excess of $250,000 for claims made after October 1, 1993 and excess
             of $1,000,000 for claims made prior to that date, net of all other
             reinsurance.  The period covered by the treaty is through September
             30, 1997 at an annual premium of 1.6% of gross net premiums
             written.  In 1996, Intermed ceded written premiums of approximately
             $144,000 and losses of $-0-.  This type of insurance covers the
             Company for awards made in excess of the policyholder's original
             policy limit for which the policyholder is able to hold the Company
             responsible.  It also covers claims related to extra-contractual
             obligations.

        (3)  Effective January 1, 1996, the Company entered into an
             Accident Year Excess of Loss Reinsurance Agreement with American
             Re-Insurance Company.  Under the terms of the Agreement, the
             Reinsurer was responsible for 100% of the Company's aggregate
             ultimate net loss from claims-paid coverages in 1996 in excess of
             $4,176,000.  The Reinsurers' maximum liability was limited to
             $4,800,000.  In 1996, the Company ceded claims-paid losses of
             $2,886,000 and premiums earned of $450,000 under this section of
             the Agreement.

             Under this treaty, the Reinsurer also agreed to indemnify the
             Company for the aggregate ultimate net loss on occurrence and
             claims-made coverages in excess of the Company's

                                       8


<PAGE>   9

             accident year loss ratio for the four years commencing January 1,
             1996 and ending December 31, 1999.  The 1996 accident year loss
             ratio was 75%.  For subsequent years, the loss ratio shall be the
             average loss ratio for the three accident years immediately
             preceding the accident year for which the computation is being
             made plus 2%-5% as mutually agreed to by the Reinsurer and the
             Company.  In 1996, the Company ceded losses of $2,000,000, the
             maximum allowable, and premiums earned of $1,600,000 under this
             section of the Agreement.

        Interlex had three reinsurance treaties in place during 1996:

        (1)  A primary excess of loss reinsurance treaty with Lloyd's
             Underwriters of London, England. The treaty covers the period
             October 1, 1996 through September 30, 1997 with limits of $700,000
             excess of $300,000 subject to a maximum recoverable of $2,100,000.
             However, if the premium income of Interlex exceeds $500,000, the
             maximum recoverable shall increase to $3,500,000.  The premium is
             7.5% of gross net premiums written for policy limits of $300,000
             or less, 16.5% of gross net premiums written for policies with
             limits of $500,000 and 36% of gross net written premiums for
             policies with limits of $1,000,000.  In 1996, Interlex ceded
             written premiums of approximately $208,000 and losses of $-0-.

        (2)  A prior agreement excess of loss reinsurance treaty with
             Lloyd's Underwriters of London, England covering the period
             October 1, 1996 through September 30, 1997.  Limits of the treaty
             are $5,000,000 with a minimum underlying of $1,000,000 for each
             insured and $3,000,000 in the aggregate each policy where
             applicable.  Ceded premium is equal to 100% of the policy premium
             less a 10% ceding commission.   In 1996, Interlex ceded written
             premiums of approximately $46,000 and losses of $-0-.

        (3)  Effective October 1, 1996, the "catastrophic awards made"
             treaty with Lloyd's Underwriters of London was expanded to include
             Interlex Insurance Company under the same terms outlined above.

        Management has confidence in the financial strength of the Lloyd's
        syndicates and American Re-Insurance Company with which it reinsures,
        and believes that amounts shown as due from reinsurers are fully
        recoverable.


        INVESTMENTS

        Both Intermed and Interlex employ Boatmen's Trust Company,
        headquartered in St. Louis, Missouri, to manage their investment
        portfolios.  Boatmen's Trust Company operates under general investment
        guidelines which are adopted by the Boards of Directors of Intermed and
        Interlex and which are reviewed periodically to assure that they are
        consistent with the companies' philosophy and needs.  Under the
        companies' current guidelines, investments will be in U.S. Treasuries,
        U.S. Agencies, high grade (Moody's and Standard & Poor's rated A or
        better) corporate debt, and municipal tax-exempt debt rated Aa or
        better by Moody's and Standard & Poor's.  No security purchased shall
        have a final maturity longer than ten years.  Additionally, the
        following guidelines are followed to ensure diversification of the
        portfolio:

        -    direct or guaranteed obligations of the U.S. Government
             and its agencies may be held without limit.
        -    corporate debt shall not exceed 10% of the portfolio.  No
             more than 2% will be invested in any one issuer.
        -    Municipal (tax-exempt) debt shall not exceed 15% of the
             portfolio.  No more than 2% will be invested in any one issuer.

                                       9


<PAGE>   10


        -    Portfolio investments are limited to U.S. dollar
             denominated securities.

        At December 31, 1996, cash and invested assets totaled $46,306,000. Of
        this total, cash and cash equivalents totaled $16,935,000.  During
        1996, $13,689,000 was reinvested at a yield of approximately 7%.
        Tenere also disposed of $4,594,000 in low-yielding bonds without
        realizing a significant loss.  Proceeds from these sales, as well as
        from other sales and maturities, were invested short-term pending an
        anticipated increase in interest rates in early 1997.

        The market value of bonds held available-for-sale and carried at market
        at December 31, 1996 was $29,370,000 and there was a net unrealized
        gain of $252,000.  At prior year end, the market value of bonds held
        available for sale was $562,000 above amortized cost.

        TRENDS

        Tenere's most significant costs are losses and loss adjustment expenses
        and the impacts of regulation, medical costs, jury awards and the
        litigation environment are discussed above.

        EFFECT OF INFLATION

        Inflation has an effect on Tenere's general and administration expenses
        through higher wages and the costs of goods and services.  Inflation
        impacts loss adjustment expenses as attorneys and other consultants
        pass on their increased costs through increased fees.

        EMPLOYEES

        Neither Tenere, Intermed nor Interlex had employees during 1996.
        Insurance Services had 24 employees at December 31, 1996 and these
        employees provided all services required by Tenere and the two
        insurance companies under management contracts approved by each
        company's Board of Directors.  Trout Insurance Services, Inc., was
        inactive during 1996.


ITEM 2. PROPERTIES

        Neither Tenere nor any of its subsidiaries owned any real estate at
        December 31, 1996.  ISI, a wholly-owned subsidiary of Intermed, leases
        the Company's  home office for approximately $78,000 per year to June
        30, 2000 and approximately $89,000 per year thereafter through June 30,
        2002.  The lease commenced on July 1, 1995 for a period of seven years
        with an option to renew for an additional three years.  ISI also leases
        office space in Austin, Texas for $28,000 the first year, $28,000 the
        second year, and $29,000 the third year.  The lease commenced on May 7,
        1996 for a period of three years.

ITEM 3. LEGAL PROCEEDINGS

        Neither  Tenere  nor any of its subsidiaries are subject to any
        material pending legal proceedings other than ordinary routine
        litigation incidental to its business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        Tenere did not submit any matters to a vote of its security holders
        during the quarter ended December 31, 1996.

                                       10


<PAGE>   11



                                    PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
        MATTERS

        Tenere common stock is not listed on any securities exchange or quoted
        on any automated quotation system such as the National Association of
        Securities Dealers Automated Quotations System ("NASDAQ").  There has
        been no independent market for Tenere common stock and no assurance can
        be given that an independent market will develop.  As of December 31,
        1996, there were approximately 1143 holders of record of shares of
        Tenere common stock.  Tenere has not paid a dividend since inception.
        However, the Company's Board of Directors will, from time to time,
        consider the issue based upon Tenere's financial condition, results of
        operations and capital requirements at such time.

ITEM 6. SELECTED FINANCIAL DATA

        Selected Financial Data is included on Page 23 of Tenere's 1996 Annual
        Report to Stockholders and is incorporated by reference herein.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

        Management's Discussion and Analysis of Financial Condition and Results
        of Operations is included on Pages 3 through 5 of Tenere's 1996 Annual
        Report to Stockholders and is incorporated by reference herein.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        The following Consolidated Financial Statements of the Tenere Group,
        Inc. are included on the following pages of Tenere's 1996 Annual Report
        to Stockholders and are incorporated by reference herein.

                                                                Annual Report
                                                                   Page(s)
                                                                   -------

        Independent Auditors' Report                                  7

        Consolidated Balance Sheets at
        December 31, 1996 and 1995                                    8

        Consolidated Statements of Operations
        Years ended December 31, 1996, 1995 and 1994                  9

        Consolidated Statements of Stockholders'/Policyholders'
        Equity Years ended December 31, 1996, 1995 and 1994          10

        Consolidated Statements of Cash Flows
        Years ended December 31, 1996, 1995 and 1994                 11

        Notes to Consolidated Financial Statements                   12



                                       11


<PAGE>   12
        Statement of Management's  Responsibility                    22

        Selected Financial Information                               23


        The following is supplementary financial information of Tenere or RCA
        for each of the fiscal quarters in the years ended December 31, 1996
        and 1995.

                          SUPPLEMENTARY FINANCIAL DATA
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                     Quarter ended:
                                                  December 31,   September 30,   June 30,   March 31,
In thousands, except per share amounts                1996           1996          1996        1996
                                                  -----------    ------------    --------   ---------
<S>                                               <C>            <C>            <C>         <C>
Net premiums earned                                    $ 1,604        $ 1,406       $2,348      $2,288
Total revenues                                           2,159          2,081        3,028       2,988
Losses and loss adjustment expenses(1)                   2,496          4,505        2,325       1,900
Total expenses                                           3,857          5,256        2,918       2,724
Net income                                              (1,105)        (2,092)          89         174
Net income per common share                            $ (0.55)       $ (1.05)      $ 0.04      $ 0.09

<CAPTION>
                                                  December 31,   September 30,   June 30,   March 31,
                                                      1995           1995          1995        1995
                                                  -----------    ------------    --------   ---------
<S>                                               <C>            <C>            <C>         <C>
Net premiums earned(2)                                 $ 4,125        $ 2,597       $2,557      $2,622
Total revenues                                           4,703          3,301        3,255       3,260
Losses and loss adjustment expenses                      2,303          1,778        1,618       1,977
Total expenses                                           2,720          2,700        2,472       2,794
Net income                                               1,215            461          521         313
Net income per common share                            $  0.61        $  0.23       $ 0.26      $ 0.16
</TABLE>
----------------
(1)  The increase in loss and loss adjustment expenses in the third quarter of
     1996 is due to the large number of claims-paid policyholders who converted
     to claims-made in the third quarter.

(2)  The increase in net premiums earned in the fourth quarter of 1995 is due
     to a year-end reduction in the death, disability and retirement reserve as
     claims-paid policies converted to claims-made.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURES

         None


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

        The information  regarding  Directors set forth under the caption
        "Election of Directors" of  the Registrant's Proxy Statement for its
        1997 annual meeting of stockholders is incorporated herein by
        reference.  The other executive officers of Tenere, their ages and
        principal offices held in Tenere, Intermed, Interlex and ISI are set
        forth below:

        ANDREW K. BENNETT, age 45, serves as Vice President - Claims and
        General Counsel of Tenere, Intermed, Interlex and ISI.  He also serves
        as a Director of ISI.  Mr. Bennett joined Tenere in June 1994 as
        Corporate Counsel and was elected to his current positions in May 1996.
        Prior to joining Tenere, Mr. Bennett practiced law in Springfield,
        Missouri for 17 years.  He is a member of the Missouri Bar.

                                       12
<PAGE>   13
         ANDREW C. FISCHER, age 46, serves as Vice President - Underwriting and
         Policy Services of Tenere, Intermed, Interlex and ISI.  He also serves
         as a Director and Secretary of ISI.  Mr. Fischer joined Tenere in 1987
         as Chief Operating Officer and was elected to his current positions in
         May 1996.

         CLIFTON R. STEPP, age 34, serves as Vice President - Marketing of
         Tenere, Intermed, Interlex and ISI.  Mr. Stepp joined Tenere in 1990 as
         Marketing Director and was elected to his current positions in May
         1996.

         JOSEPH D. WILLIAMS,  CPA, age 60, serves as Vice President - Finance
         and Chief Financial Officer of Tenere, Intermed, Interlex and ISI.  He
         also serves as Assistant Treasurer of Tenere, Intermed and ISI and as
         Treasurer of Interlex.  Mr. Williams joined Tenere in October 1994 as
         Chief Financial Officer and was elected to his current positions in May
         1996.  Prior to joining Tenere, Mr. Williams served as Senior Vice
         President and Controller of ITT Lyndon Insurance Group from 1987 to
         1993 and as Senior Vice President and Deputy Controller of ITT
         Diversified Financial Corporation from 1990 to 1991.

ITEM 11. EXECUTIVE COMPENSATION

         Information regarding executive compensation is included in Tenere's
         Proxy Statement for the 1997 Annual Meeting of Stockholders under the
         caption "Compensation of Executive Officers" and is incorporated by
         reference herein.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Information regarding security ownership of certain beneficial owners
         and management is included in Tenere's  Proxy Statement for the 1997
         Annual Meeting of Stockholders under the captions "Voting Securities
         and Principal Holders Thereof" and "Security Ownership by Management,"
         which is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information set forth under the caption, "Certain Transactions" of
         the Registrant's Proxy Statement for its 1997 Annual Meeting of
         Stockholders is incorporated herein by reference.


                                       13


<PAGE>   14


                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT  SCHEDULES AND REPORTS OF FORM 8-K

          (A)   FINANCIAL STATEMENTS AND SCHEDULES

    (1)   The financial statements incorporated by reference herein are listed
          in PART II - Item 8 hereof.
    (2)   The financial statement schedules and auditors' report thereon
          included herein are listed below:

                                                                 Form 10-K
                                                                 Page No.
                                                                 --------

                   Report of Independent Accountants
                   on Schedules                                     16


      Schedule I   Summary of Investments Other Than Investments
                   in Related Parties                               17

      Schedule IV  Reinsurance                                      18

      Schedule VI  Supplemental Information Concerning Property-
                   Casualty Insurance Operations                    19


      Schedules other than listed above are omitted because they are either
      not required or not applicable or because the information is presented
      in the consolidated financial statements or notes thereto.

      (B)  EXHIBITS

      See exhibit index


      (C)  REPORTS ON FORM 8-K

      There were no reports on Form 8-K filed by Tenere during the three months
      ended December 31, 1996.


                                       14
<PAGE>   15
                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereto duly authorized.

                                       THE TENERE GROUP, INC.


Date:  3/27/97                         By: /s/Raymond A. Christy
       -------                             ---------------------
                                           Raymond A. Christy, M.D.
                                           President and Chief Executive Officer



Pursuant to the requirements of the Securities Act of 1934, this report has
been signed by the following persons on behalf of the Registrant in the
capacities and on the dates indicated:


            NAME                  TITLE                         DATE
            ----                  -----                         ----

       /s/ T. E. Ashley                                         3-25-97
       -------------------------                                -------
       Thomas E. Ashley, M.D.     Director and
                                  Vice President

       /s/ Gary O. Baker                                        3-27-97
       -------------------------                                -------
       Gary O. Baker, D.D.S.      Director

       /s/ Albert J. Bonebrake                                  3-27-97
       -------------------------                                -------
       Albert J. Bonebrake, M.D.  Director

       /s/ Raymond A. Christy                                   3-27-97
       -------------------------                                -------
       Raymond A. Christy, M.D.   Director, President
                                  and Chief Executive Officer
       /s/ Harry O. Cole                                        3-27-97
       -------------------------                                -------
       Harry O. Cole, M.D.        Chairman of the Board of
                                  Directors
       /s/ C. Richard Gulick                                    3-27-97
       -------------------------                                -------
       C. Richard Gulick, M.D.    Director

       /s/ Michael Hoeman                                       3-24-97
       -------------------------                                -------
       Michael D. Hoeman, M.D.    Director, Secretary
                                  and Treasurer
       /s/ Christopher J. Jung                                  3-27-97
       -------------------------                                -------
       Christopher H. Jung, M.D.  Director

       /s/ Carroll R. Wetzel                                    3-27-97
       -------------------------                                -------
       Carroll R. Wetzel, D.O.    Director

       /s/ JD Williams                                          3-27-97
       -------------------------                                -------
       Joseph D.  Williams        Vice President-Finance,
                                  Chief Financial Officer
                                  and Principal Accounting
                                  Officer




                                       15


<PAGE>   16













The Board of Directors
The Tenere Group, Inc.:



Under date of March 27, 1997 we reported on the consolidated balance sheets of
The Tenere Group, Inc. and subsidiaries as of December 31, 1996 and 1995, and
the related consolidated statements of operations andstockholders'/
policyholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1996, which are included in The Tenere Group, Inc.
Annual Report to Stockholders , incorporated by reference in this Form 10-K.  In
connection with our audit of the aforementioned consolidated financial
statements, we also audited the related consolidated financial statement
schedules in the Form 10-K.  These financial statement schedules are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statement schedules based on our audits.

In our opinion, such schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.



                                                /s/ KPMG PEAT MARWICK LLP




Houston, Texas
March 27, 1997



                                       16


<PAGE>   17


                                                                      SCHEDULE I



                             THE TENERE GROUP, INC.

       SUMMARY OF INVESTMENTS--OTHER THAN INVESTMENTS IN RELATED PARTIES
                               December 31, 1996
                         (Dollar Amounts in Thousands)



<TABLE>
<CAPTION>
                                                             Amount at
                                                               which
                                                             shown in
                                                            the balance
          Type of investment            Cost(A)   Value(B)     sheet
          ------------------            --------  --------  -----------
<S>                                     <C>       <C>       <C>
Available for sale:
  United States Government and
    government agencies and
    authorities                         $27,247   $27,475      $27,475
  States, municipalities, and
    political subdivisions                1,871     1,895        1,895
                                        -------   -------      -------
    Total available for sale             29,118    29,370       29,370
                                        -------   -------      -------
  Total fixed maturities                $29,118   $29,370      $29,370
                                        =======   =======      =======
</TABLE>

(A)  Cost for fixed maturities represents original cost, reduced by repayments
     and adjusted for amortization of premiums and accretion of discount.

(B)  Differences in carrying value as compared to cost for fixed maturities
     arise because the bonds held available for sale are carried at market
     value.




See accompanying report of independent auditors.




                                       17


<PAGE>   18
                                                                     SCHEDULE IV


                             THE TENERE GROUP, INC.

                                  REINSURANCE
          For the Three Years Ended December 31, 1996, 1995, and 1994
                         (Dollar Amounts in Thousands)



<TABLE>
<CAPTION>
                                                                   Percentage
                         Gross    Ceded to    Assumed      Net     of amount
                        premiums    other    from other  premiums   assumed
                        written   companies  companies   written     to net
                        --------  ---------  ----------  --------  ----------
<S>                     <C>       <C>        <C>         <C>       <C>
1996:
Premiums
  Medical Malpractice   $ 7,503     4,402      -          3,101         0%
  Legal Malpractice         621       253      -            368         0%
                        -------     -----    -----       ------      -----
  Total Premiums        $ 8,124     4,655      -          3,469         0%
                        =======     =====    =====       ======      =====
1995:
Premiums
  Medical Malpractice   $ 9,523     1,375      -          8,149         0%
  Legal Malpractice         351       131      -            220         0%
                        -------     -----    -----       ------      -----
  Total Premiums        $ 9,874     1,506      -          8,369         0%
                        =======     =====    =====       ======      =====
1994:
Premiums
  Medical Malpractice   $12,272     1,272      -         11,000         0%
  Legal Malpractice          96        72      -             24         0%
                        -------     -----    -----       ------      -----
  Total Premiums        $12,368     1,344      -         11,024         0%
                        =======     =====    =====       ======      =====
</TABLE>

See accompanying report of independent auditors.


                                       18


<PAGE>   19


                                                                     SCHEDULE VI

                             THE TENERE GROUP, INC.

                     SCHEDULE VI - SUPPLEMENTAL INFORMATION
                 Years Ended December 31, 1996, 1995, and 1994
                                 (In Thousands)



<TABLE>
<CAPTION>
                                                      1996      1995      1994
                                                    --------  ---------  -------
<S>                                                 <C>       <C>       <C>
Deferred policy acquisition costs                   $    85   $    140      288
Reserves for unpaid losses and loss
 adjustment expenses                                 32,887     26,623   26,280
Discount deducted from unpaid losses
 and loss adjustment expenses                         2,164      2,933    3,627
Unearned premiums                                     6,300     10,447   13,747
Earned premiums                                       7,646     11,901   10,657
Net investment income                                 2,627      2,654    2,639
Losses and loss adjustment expenses
 incurred related to:
   Current year                                       9,813      9,612    8,638
   Prior year                                         1,414      1,936     (441)
Amortization of deferred policy
 acquisition costs                                      340        431      519
Paid losses and loss adjustment
 expenses                                            10,899      7,911    7,806
Gross premiums written                                8,124      9,874   12,368
Discount rates utilized are as follows:                   3%         4%       5%
</TABLE>

See accompanying report of independent auditors.



                                       19
<PAGE>   20



                                EXHIBIT INDEX



<TABLE>
<CAPTION>

EXHIBIT NO.                     DESCRIPTION
-----------                     -----------
<S>          <C>
3.1          Articles of Incorporation of the Registrant, filed as Exhibit 3.1
             to the Registrant's Registration Statement on Forms S-1 (Reg. No.
             33-78702) is incorporated herein by this reference.

3.2          Bylaws of the Registrant, filed as Exhibit 3.2 to the Registrant's
             Registration Statement on Form S-1 (Reg. No. 33-78702) is
             incorporated herein by this reference.

4.1          Form of common stock certificate, filed as Exhibit 4.1 to the
             Registrant's Registration Statement on Form S-1 (Reg. No.
             33-78702) is incorporated herein by this reference.

10.1         Management  Contract, dated July 8, 1994, by and between RCA
             Mutual Insurance Company, Interlex Insurance Co. and Insurance
             Services, Inc.

10.2         Lease Agreement, dated December 7, 1994, by and between Georgetown
             Square II, Ltd. and Insurance Services, Inc., filed as Exhibit
             10.2 to the Registrant's Quarterly Report on Form 10-Q for the
             nine months ended September 30, 1995, is incorporated herein by
             reference.

10.3         Medical Practitioners' Liability Primary Excess of Loss
             Reinsurance Contract, dated October 1, 1993, by and between RCA
             Mutual Insurance Company and Certain Reinsurers of Lloyd's of
             London, filed as Exhibit 10.3 to the Registrant's Quarterly Report
             on Form 10-Q for the nine months ended September 30, 1995, is
             incorporated herein by reference.

10.4         Addendum No. 1 to Medical Practitioners' Liability Primary Excess
             of Loss Reinsurance Contract, dated February 1, 1996, by and
             between RCA Mutual Insurance Company and Certain Reinsurers of
             Lloyd's of London, filed as Exhibit 10.4 to the Registrant's
             Quarterly Report on Form 10-Q for the nine months ended September
             30, 1995, is incorporated herein by reference.

10.5         Addendum No. 2 to Medical Practitioners' Liability Primary Excess
             of Loss Reinsurance Contract, effective April 27, 1996, by and
             between RCA Mutual Insurance Company and Certain Reinsurers of
             Lloyd's of London, filed as Exhibit 10.5 to the Registrant's
             Quarterly Report on Form 10-Q for the nine months ended September
             30, 1995, is incorporated herein by reference.

10.6         Reinsurance Cover Note: 95/1146/RM to Medical Practitioners'
             Liability Primary Excess of Loss Reinsurance Contract, dated
             October 16, 1996, by and between RCA Mutual Insurance Company and
             Certain Reinsurers of Lloyd's of London, filed as Exhibit 10.6 to
             the Registrant's Quarterly Report on Form 10-Q for the nine months
             ended September 30, 1995, is incorporated herein by reference.
</TABLE>


                                       20


<PAGE>   21




<TABLE>
<CAPTION>
EXHIBIT NO.                              DESCRIPTION
-----------                              -----------
<S>          <C>
10.7         Reinsurance Cover Note: 95/1212/RM(A) to Catastrophe "Awards Made"
             Excess of Loss Reinsurance Contract, dated October 16, 1995, by
             and between RCA Mutual Insurance Company and Certain Reinsurers of
             Lloyd's of  London, filed as Exhibit 10.7 to the Registrant's
             Quarterly Report on Form 10-Q for the nine months ended September
             30, 1995, is incorporated herein by reference.

10.8         Catastrophe "Awards Made" Excess of Loss Reinsurance Contract,
             commencing February 1, 1995, by and between RCA Mutual Insurance
             Company and Certain Reinsurers of Lloyd's of London including
             Amendment No. 1, effective April 27, 1995, filed as Exhibit 10.8
             to the Registrant's Quarterly Report on Form 10-Q for the nine
             months ended September 30, 1995, is incorporated herein by
             reference.

10.9         Reinsurance Cover Note: 95/1249/IP to Lawyers' Professional
             Liability Primary Excess of Loss Reinsurance Treaty, dated October
             16, 1995, by and between Interlex Insurance Company and Certain
             Reinsurers of Lloyd's of London, filed as Exhibit 10.9 to the
             Registrant's Quarterly Report on Form 10-Q for the nine months
             ended September 30, 1995, is incorporated herein by reference.

10.10        Lawyers' Professional Liability Primary Excess of Loss Reinsurance
             Contract, commencing July 1, 1995, by and between Interlex
             Insurance Company and Certain Reinsurers of Lloyd's of London,
             filed as Exhibit 10.10 to the Registrant's Quarterly Report on
             Form 10-Q for the nine months ended September 30, 1995, is
             incorporated herein by reference.

10.11        Reinsurance Cover Note: 95/1250/IP to Prior Agreement Excess of
             Loss Reinsurance Contract, dated October 16, 1996, by and between
             Interlex Insurance Company and Certain Reinsurers of Lloyd's of
             London, filed as Exhibit 10.11 to the Registrant's Quarterly
             Report on Form 10-Q for the nine months ended September 30, 1995,
             is incorporated herein by reference.

10.12        Prior Agreement Excess of Loss Reinsurance Contract, commencing
             July 1, 1996, by and between Interlex Insurance Company and
             Certain Reinsurers of Lloyd's of London, filed as Exhibit 10.12 to
             the Registrant's Quarterly Report on Form 10-Q for the nine months
             ended September 30, 1995, is incorporated herein by reference.

10.13        Draft Reinsurance Slip by and between Intermed Insurance Company
             and American Re-Insurance Company filed as Exhibit 10.13 to the
             Registrant's Quarterly Report on Form 10-Q for the three months
             ended March 31, 1996, is incorporated herein by reference.

10.14        Employment Agreement dated May 6, 1996 between The Tenere Group,
             Inc. and Raymond A. Christy, M.D., President and Chief Executive
             Officer, filed as Exhibit 10.14 to the Registrant's Quarterly
             Report on Form 10-Q for the nine months ended September 30, 1996,
             is incorporated herein by reference.
</TABLE>


                                       21


<PAGE>   22




<TABLE>
<S>    <C>
10.15  Employment Agreement dated May 6, 1996 between The Tenere Group, Inc.
       and Andrew K. Bennett, Vice President-Claims and General Counsel, filed
       as Exhibit 10.15 to the Registrant's Quarterly Report on Form 10-Q for
       the nine months ended September 30, 1996, is incorporated herein by
       reference.

10.16  Employment Agreement dated May 6, 1996 between The Tenere Group, Inc.
       and Andrew C. Fischer, Vice President-Underwriting and Policy Services,
       filed as Exhibit 10.16 to the Registrant's Quarterly Report on Form 10-Q
       for the nine months ended September 30, 1996, is incorporated herein by
       reference.

10.17  Employment Agreement dated May 6, 1996 between The Tenere Group, Inc.
       and Clifton R. Stepp, Vice President-Marketing, filed as Exhibit 10.17
       to the Registrant's Quarterly Report on Form 10-Q for the nine months
       ended September 30, 1996, is incorporated herein by reference.

10.18  Employment Agreement dated May 6, 1996 between The Tenere Group, Inc.
       and Joseph D. Williams, Vice President-Finance, Chief Financial Officer
       and Assistant Treasurer filed, as Exhibit 10.18 to the Registrant's
       Quarterly Report on Form 10-Q for the nine months ended September 30,
       1996, is incorporated herein by reference.

10.19  The Tenere Group, Inc. Retirement Plan for Directors effective May 17,
       1996, filed as Exhibit 10.19 to the Registrant's Quarterly Report on
       Form 10-Q for the nine months ended September 30, 1996, is incorporated
       herein by reference..

10.20  The Tenere Group, Inc. 1996 Long Term Incentive Plan effective April 17,
       1996, filed as Annex A to the Registrant's definitive proxy statements
       for the 1996 Annual Meeting of Shareholders, is incorporated herein by
       reference.

10.21  Amendment No. 1 to Employment Agreement, dated February 28, 1997,
       between the Tenere Group, Inc. and Raymond A. Christy, M.D., President
       and Chief Executive Officer.

10.22  Amendment No. 1 to Employment Agreement dated February 28, 1997, between
       The Tenere Group, Inc. and Andrew K. Bennett, Vice President-Claims and
       General Counsel.

10.23  Amendment No. 1 to Employment Agreement dated February 28, 1997,
       between The Tenere Group, Inc. and Andrew C. Fischer, Vice
       President-Underwriting and Policy Services.

10.24  Amendment No. 1 to Employment Agreement dated February 28, 1997, between
       The Tenere Group, Inc. and Clifton R. Stepp, Vice President-Marketing.

10.25  Amendment No. 1 to Employment Agreement dated February 28, 1997, between
       The Tenere Group, Inc. and Joseph D. Williams, Vice President-Finance,
       Chief Financial Officer and Assistant Treasurer.
</TABLE>


                                       22


<PAGE>   23




<TABLE>
<S>  <C>
13   1996 Annual Report to Shareholders

21   Subsidiaries of the Registrant, filed as Exhibit 21 to Registrant's Annual
     Report on Form 10-K for the year ended December 31, 1995, is incorporated
     herein by reference.

27   Financial Data Schedules.
</TABLE>


                                      23