<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, 1997

                         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, 1998 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, 1998 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
   --------                                                     ------------

   1997 Annual Report to Stockholders                               II
   Proxy Statement for the 1998 Annual Meeting of Stockholders     III


                                       1


<PAGE>   2


                    THE TENERE GROUP, INC. AND SUBSIDIARIES

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>

ITEM                                                                                                                 PAGE
----                                                                                                                 ----

                                                              PART I

<S>  <C>                                                                                                              <C>
1.   Business.......................................................................................................   3

2.   Properties.....................................................................................................  11

3.   Legal Proceedings..............................................................................................  11

4.   Submission of Matters to a Vote of Security Holders............................................................  11

                                                              PART II

5.   Market for the Registrant's Common Stock and Related Stockholder
     Matters........................................................................................................  12

6.   Selected Financial Data........................................................................................  12

7.   Management's Discussion and Analysis of Financial Condition and
     Results of Operation........................................................................................... 12

8.   Financial Statements and Supplementary Data.................................................................... 12

9.   Changes in and Disagreements with Accountants on Accounting and
     Financial Disclosures.......................................................................................... 13

                                                             PART III


10.  Directors and Executive Officers............................................................................... 13

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

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

13.  Certain Relationships and Related Transactions................................................................. 14

                                                              PART IV

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

</TABLE>

                                       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 and 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.  Interlex
        was formed in 1994 when RCA merged two of its subsidiaries, Insurance
        Risks, Ltd., a Cayman Island corporation , into 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 two purchasing groups,
        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
        a claims-paid policy.

        Intermed ceased 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 a claims-made policy.  Reserves for all reported claims
        on claims-paid policies which were non-renewed during the period
        September 1, 1995 through August 31, 1996 totaled $995,000 at December
        31, 1997, net of reinsurance.

        At December 31, 1997, Intermed had 1,476 insureds: 501 occurrence and
        975 claims-made.  This was an increase of 248 from the prior year end.

        Interlex writes legal malpractice insurance on a claims-made policy
        form.  At December 31, 1997, the Company had 693 insureds, an increase
        of 265 over the prior year end.

                                       3


<PAGE>   4



        MARKETING

        Intermed sells its products through salaried employees and independent
        agents.  For the calendar year 1997, salaried employees wrote 63% and
        agents wrote 37% 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 independent agents.  In calendar year 1997, salaried
        employees produced 87% of total premiums written and agents 13%.
        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.

        COMPETITION

        The insurance business is highly competitive.  In both Missouri and
        Kansas, Intermed and Interlex compete with both regional and national
        companies.  In 1996, 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 60.54% of the market.  The largest market share was 20.07%.
        Intermed, the seventh largest writer in 1996 in the state, had a
        market share of 6.08%.

        Ten companies wrote legal malpractice insurance in the State of
        Missouri in 1996 according to the Missouri Department of Insurance.
        One company, sponsored by the Missouri Bar Association, had a market
        share of 71.75%; Interlex, which commenced operations in October 1994,
        had a market share of 4.26% and was the fifth largest writer.

        A number of hospitals in Missouri have begun purchasing the medical
        practices of  fee-for-service physicians and hiring the physicians as
        employees of the hospital or a corporate entity affiliated with the
        hospital.  A number of such physicians formerly purchased their own
        professional liability insurance through smaller 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 other statutory
        requirements.  The insurance industry is 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 commensurately 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

                                       4


<PAGE>   5

        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 Intermed and Interlex 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 material adverse findings or material recommendations for
        changes in Intermed's or Interlex's business operations.

        LOSS AND LOSS ADJUSTMENT EXPENSE RESERVES

        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
        may represent as little as a few months to a year of losses,
        professional liability loss reserves may represent five to seven or
        more 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 has generally contributed to higher reserves for
        professional liability coverages.


                                       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 subjective as a result of
        the need to project future contingent events and other factors
        previously mentioned which are related to 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  2% in
        1997, 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 table
        that follows presents the development of net balance sheet liabilities
        of Tenere and subsidiaries for reserves for losses and loss adjustment
        expenses for 1987 through 1997:

          -    Net Liability.  The first row of data shows the
               estimated net liability for reserves for losses and loss
               adjustment expenses at December 31 for each year from 1987 to
               1997.  The liability includes both case and IBNR reserves as of
               each year-end date, net of anticipated recoveries from
               reinsurers.  The rows immediately following the first row of
               data show cumulative paid data at December 31, as of one year,
               two years, etc., through up to 10 years of subsequent payments.

          -    Net Liability Re-estimated.  The middle rows of data
               show the re-estimated amount for previously reported net
               liability based on experience as of the end of each subsequent
               calendar year's results.  This estimate is changed as more
               information becomes known about the underlying claims for
               individual years.  The cumulative redundancy (deficiency) shown
               in the table is the aggregate net change in estimates over the
               period of years subsequent to the calendar year reflected at the
               top of the respective columns.  The amount in the line titled
               "Redundancy (Deficiency) at December 31, 1997," represents for
               each calendar year (the "Base Year") the aggregate change in (i)
               the Company's original estimate of net liability for reserves
               for losses and loss adjustment expenses for all years prior to
               and including the Base Year compared to (ii) the Company's
               re-estimate as of December 31, 1997, of net liability for
               reserves for losses and loss adjustment expenses for all years
               prior to and including the Base Year.  A redundancy means that
               the original estimate was greater than the re-estimate and a
               deficiency means that the original estimate was less than the
               re-estimate.  By way of example, the deficiency for the year
               1990, calculated as of December 31, 1997, represents a
               deficiency in the Company's original estimate of unpaid claims
               and claim expenses for 1990 and prior years.

          -    The last seven lines of data present the development of reserves
               on a "gross of reinsurance" basis, reconciled to the "net of
               reinsurance" basis shown in the immediately preceding tables.

                                       6


<PAGE>   7







    CHANGES IN HISTORICAL RESERVES FOR LOSSES AND LOSS ADJUSTMENT EXPENSES
         FOR THE LAST TEN YEARS - GAAP BASIS AS OF DECEMBER 31, 1997

<TABLE>
<CAPTION>

                                                                          Year Ended December 31
------------------------------------------------------------------------------------------------------------------------------------
(in thousands)                      1987      1988      1989      1990     1991    1992    1993     1994    1995    1996    1997
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>        <C>       <C>       <C>      <C>     <C>     <C>     <C>      <C>     <C>     <C>
Net liability for losses
 and loss adjustment
 expenses                          $21,310    27,120    29,389    21,737   17,070  25,021  25,304  25,695   25,461  25,788  21,080
Paid (cumulative) as of:
One year later                       1,870     2,893     6,787     7,771    6,598   5,740   4,761   4,720    8,399   8,773
Two years later                      4,646     9,546    14,200    14,060   12,093   9,830   9,088  11,342   14,263
Three years later                    7,082    16,636    19,851    18,030   15,096  13,476  14,375  14,924
Four years later                    11,496    21,949    23,262    20,433   18,160  18,441  17,003
Five years later                    15,097    24,731    24,523    21,863   21,922  20,388
Six years later                     16,844    25,251    25,250    23,926   23,228
Seven years later                   17,303    25,738    27,258    24,648
Eight years later                   17,704    26,542    27,972
Nine years later                    18,450    27,103
Ten years later                     19,001

Net liability re-estimated
 as of:
One year later                      17,612    26,765    28,186    22,351   26,877  26,277  25,850  23,759   26,876  24,627
Two years later                     19,467    26,217    26,147    28,462   28,436  27,023  23,824  23,550   25,236
Three years later                   18,904    24,660    28,835    28,711   28,861  25,280  23,253  22,149
Four years later                    17,824    26,899    30,947    29,360   27,309  24,303  22,060
Five years later                    18,565    30,275    31,136    28,567   26,094  24,070
Six years later                     20,485    30,131    30,822    26,883   25,790
Seven years later                   20,418    29,201    29,592    26,292
Eight years later                   19,949    28,101    29,317
Nine years later                    19,335    28,119
Ten years later                     19,647

Redundancy (Deficiency)
 at December 31, 1997                1,663      (999)       72    (4,555)  (8,720)    951   3,244   3,546      225   1,161


Gross liability-end of year         21,310    27,120    29,389    21,737   17,070  25,021  25,304  26,280   26,623  32,887  31,030
Reinsurance recoverables                 -         -         -         -        -       -       -     585    1,162   7,099   9,950
Net liability-end of year           21,310    27,120    29,389    21,737   17,070  25,021  25,304  25,695   25,461  25,788  21,080
Gross re-estimated
liability-latest                    19,647    28,119    29,317    26,301   25,791  24,071  22,132  22,753   30,578  31,944
Re-estimated reinsurance
 recoverables                            -         -         -         9        1       1      72     604    5,342   7,317
Net re-estimated liability-latest   19,647    28,119    29,317    26,292   25,790  24,070  22,060  22,149   25,236  24,627
Gross redundancy (deficiency)        1,663      (999)       72    (4,564)  (8,721)    950   3,172   3,527   (3,955)    943

</TABLE>


                                       7


<PAGE>   8

A summary of the reserves for losses and loss adjustment expenses follows:


<TABLE>
<CAPTION>
                                                      December 31,           December 31,
                                                          1997                   1996
                                                     --------------         --------------
<S>                                                  <C>                    <C>
Undiscounted reserves for losses and loss
 adjustment expenses                                 $   31,990,412             35,051,777
Less discount (see note 1)                                 (960,000)            (2,164,370)
                                                     --------------         --------------
Discounted reserves for losses and loss
 adjustment expenses                                 $   31,030,412             32,887,407
                                                     ==============         ==============
</TABLE>

Following is the activity in the reserves for losses and loss adjustment
expenses:

<TABLE>
<CAPTION>
                                                          1997                   1996                   1995
                                                     --------------         --------------         --------------
<S>                                                  <C>                    <C>                    <C>
Balance at January 1                                 $   32,887,407             26,623,138             26,279,977
Less reinsurance recoverable on reserves for
 losses and loss adjustment expenses                     (7,099,463             (1,162,495)              (584,913)
                                                     --------------         --------------         --------------
                                                         25,787,944             25,460,643             25,695,064
                                                     --------------         --------------         --------------
Incurred related to:
 Current year                                             5,646,863              9,812,694              9,612,075
 Prior Year                                              (1,168,439)             1,413,767             (1,935,587)
                                                     --------------          -------------         --------------
  Total incurred                                          4,478,424             11,226,461              7,676,488
                                                     --------------         --------------         --------------
Paid related to:
 Current year                                               413,191              2,499,788              3,190,397
 Prior Year                                               8,773,277              8,399,372              4,720,512
                                                     --------------         --------------         --------------
  Total paid                                              9,186,468             10,899,160              7,910,909
                                                     --------------         --------------         --------------
Net balance at December 31                               21,079,900             25,787,944             25,460,643
Plus reinsurance recoverable on reserves for
 losses and loss adjustment expenses                      9,950,512              7,099,463              1,162,495
                                                     --------------         --------------         --------------
Balance at December 31                               $   31,030,412             32,887,407             26,623,138
                                                     ==============         ==============         ==============
</TABLE>

        The reserves for losses and loss adjustment expenses are estimated
        based on development information available at each reporting date.  As
        a result of the nature of the risks underwritten, claims development may
        occur over an extended period of time.  The changes in the incurred
        amounts disclosed above related to prior years are the result of
        utilizing improved claim development information as that information
        becomes available.



                                       8


<PAGE>   9


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

        The Claim Department is staffed with experienced claims specialists and
        is supervised by the Vice President-Claims/General Counsel of Tenere.
        The case load per claim specialist is approximately 200 cases.  This
        allows for intensive scrutiny of each claim, close tracking of the
        progress of each claim and containment of loss adjustment expenses
        through constant monitoring.

        In 1997, 83% of the claims closed by Intermed were without the payment
        of indemnity and 17% were closed with payments averaging $177,500.
        Average allocated loss adjustment expenses for claims closed in 1997 was
        $11,900.  In 1996, 80% of claims closed by Intermed were without payment
        of indemnity and 20% were closed with payments averaging $165,000.
        Average allocated loss adjustment expenses for claims closed in 1996 was
        approximately $11,000.

        Interlex completed its third full year of operation in 1997 and claims
        statistics for that company  are not comparable due to its limited
        history.

        REINSURANCE

        Intermed had three reinsurance treaties in place during 1997:

        (1)  Effective October 1, 1996, Intermed renewed a multi-year excess of
             loss reinsurance agreement through September 30, 1999. This
             agreement provides excess of loss coverage on Intermed's
             claims-paid, occurrence and claims-made policies up to $1,600,000
             in excess of $400,000 on each claim, with an aggregate recoverable
             of 300% of the ceded premiums earned.  The maximum premium ceded
             under the contract, assuming the contract remains in effect for the
             full three-year period, is 20% of direct premiums earned.  In
             addition to the above, the treaty provides coverage for the
             difference between $2,000,000 each loss and/or $4,000,000 in the
             aggregate and $1,000,000 and/or $3,000,000 in the aggregate each
             policy where applicable, with an aggregate recoverable of
             $5,000,000.  In 1997, Intermed ceded earned premiums of
             approximately $3,294,000 and losses and allocated loss adjustment
             expenses of approximately $2,682,000.  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 over original policy limits 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, 1998 at an annual premium of 1.6%
             of gross net premiums written.  In 1997, ceded earned premiums were
             approximately $146,000 and losses were $-0-. This type of insurance
             covers the reassured for awards made in excess of policyholder's
             original policy limit for which the policyholder is able to hold
             the reassured responsible.  It also covers claims related to
             extra-contractual obligations.

        (3)  Effective January 1, 1996, Intermed entered into an Accident Year
             Excess of Loss Reinsurance Agreement with American Re-Insurance
             Company.  Under Section A of this Agreement, the reinsurer is
             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 is limited to $4,800,000.  In 1997,
             ceded earned premiums were $-0-.  At December 31, 1997, Intermed
             had ceded cumulative loss and allocated loss adjustment expenses of
             $3,707,600.

                                       9


<PAGE>   10


            Under Section B of this Agreement, the reinsurer also agreed to
            indemnify Intermed for the aggregate ultimate net loss on
            occurrence and claims-made coverages in excess of Intermed's
            accident year loss ratio for the four years commencing January 1,
            1996 and ending December 31, 1999.  The accident year loss ratio
            for 1996 was 75% and 85% for 1997.  For subsequent years, the loss
            ratio is a weighted 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.  Intermed ceded losses of $2,000,000 and $310,266 in
            1996 and 1997, respectively, under this section of the agreement.
            In 1997, Intermed ceded earned premiums of $800,000.

        Interlex had three reinsurance treaties in place during 1997:

        (1)  A primary excess of loss reinsurance treaty with Lloyd's
             Underwriters of London.  The treaty covers the period October 1,
             1997 through September 30, 1998 with limits of $700,000 excess of
             $300,000 subject to a maximum recoverable of  $2,100,000.  However,
             if the ceded premiums written exceed $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 1997, Interlex ceded earned premiums of
             approximately $261,000 and losses of $-0-.

        (2)  A prior agreement excess of loss reinsurance treaty with Lloyd's
             Underwriters of London covering the period October 1, 1997 through
             September 30, 1998.  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 1997, Interlex ceded earned premiums of approximately $128,000.

        (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 Capital Management, Inc.
        (Boatmen's), headquartered in St. Louis, Missouri, to manage their
        investment portfolios.  Boatmen's operates under general investment
        guidelines which are adopted by the Boards of Directors of Intermed and
        Interlex and reviewed periodically to assure that they are consistent
        with the companies' philosophy and income requirements.  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.



                                       10


<PAGE>   11


        -    municipal (tax-exempt) debt shall not exceed 15% of the portfolio.
             No more than 2% will be invested in any one issuer.
        -    portfolio investments are limited to U.S. dollar denominated
             securities.

        At December 31, 1997, investments totaled $47,386,000. During 1997,
        $16,500,000 was reinvested at a yield of approximately 7%.  Tenere also
        disposed of $4,186,000 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 1998.

        The fair value of bonds held available-for-sale and carried at market
        at December 31, 1997 was $40,931,000 and there was a net unrealized gain
        of $1,068,000.  At prior year end, the fair  value of bonds held
        available for sale was $252,000 above amortized cost.

        TRENDS

        Tenere's most significant costs are losses and loss adjustment expenses
        and the impacts of regulatory changes, increases in medical costs and
        jury awards and changes in the litigation environment as 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
        also 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 1997.
        Insurance Services had 23 employees at December 31, 1997 and these
        employees provided all services required by Tenere and its two
        insurance subsidiaries under management contracts approved by each
        company's Board of Directors.


ITEM 2. PROPERTIES

        Neither Tenere nor any of its subsidiaries owned any real estate at
        December 31, 1997.  ISI, a wholly-owned subsidiary of Intermed, leases
        the Company's home office for approximately $90,000 per year to June
        30, 2000 and approximately $95,000 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 at a current rate of $28,000 which will
        increase to $29,000 on May 7, 1998.

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, 1997.


                                       11


<PAGE>   12

                                   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 March 16, 1998,
        there were approximately 1,132 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 then current financial condition, results of
        operations and capital requirements.

ITEM 6. SELECTED FINANCIAL DATA

        Selected Financial Data is included on Page 26 of Tenere's 1997 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 4 through 7 of Tenere's 1997 Annual
        Report to Stockholders and is incorporated by reference herein.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        The following Consolidated Financial Statements of Tenere are included
        on the following pages of Tenere's 1997 Annual Report to Stockholders
        and are incorporated by reference herein.

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

         Independent Auditors' Report                                     8

         Consolidated Balance Sheets at
         December 31, 1997 and 1996                                       9

         Consolidated Statements of Operations
         Years ended December 31, 1997, 1996 and 1995                     10

         Consolidated Statements of Stockholders' Equity/Policyholders'
         Surplus Years ended December 31, 1997, 1996 and 1995             11

         Consolidated Statements of Cash Flows
         Years ended December 31, 1997, 1996 and 1995                     12

         Notes to Consolidated Financial Statements                       13

         Statement of Management's  Responsibility                        25




                                       12


<PAGE>   13

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 1998
        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 46, 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 1995.
        Prior to joining Tenere, Mr. Bennett practiced law in Springfield,
        Missouri for 17 years.  He is a member of the Missouri Bar.

        ANDREW C. FISCHER, age 47, 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 1995.

        CLIFTON R. STEPP, age 35, 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
        1995.

        JOSEPH D. WILLIAMS,  CPA, age 61, 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
        1995.  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 1998 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 1998
        Annual Meeting of Stockholders under the captions "Voting Securities
        and Principal Holders Thereof" and "Security Ownership by Management,"
        which is incorporated herein by reference.




                                       13


<PAGE>   14

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        The information set forth under the caption, "Certain Transactions" of
        the Registrant's Proxy Statement for its 1998 Annual Meeting of
        Stockholders is incorporated herein by reference.


                                    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 independent auditors' report
          thereon included herein are listed below:

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

                        Independent Auditors' Report on Financial
                        Statement Schedules                              16

        Schedule II     Condensed Financial Information of Registrant    17

        Schedule III    Supplemental Information Concerning Property-
                        Casualty Insurance Operations                    21



        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, 1997.

                                       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.



                                By: /s/ Raymond A. Christy
                                ---------------------------------------
Date:  March 18, 1998             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/ Thomas E. Ashley
  -------------------------
  Thomas E. Ashley, M.D.     Director and
                             Vice President                March 23, 1998
                                                           --------------

  /s/ Gary O. Baker
  -------------------------
  Gary O. Baker, D.D.S.      Director                      March 18, 1998
                                                           --------------

  /s/ Albert J. Bonebrake
  -------------------------
  Albert J. Bonebrake, M.D.  Director                      March 20, 1998
                                                           --------------

  /s/ Raymond A. Christy
  -------------------------
  Raymond A. Christy, M.D.   Director, President
                             and Chief Executive Officer   March 18, 1998
                                                           ------------------
  /s/ Harry O. Cole
  -------------------------
  Harry O. Cole, M.D.        Chairman of the Board of
                             Directors                     March 19, 1998
                                                           --------------
  /s/ C. Richard Gulick
  -------------------------
  C. Richard Gulick, M.D.    Director                      March 19, 1998
                                                           --------------

  /s/ Michael D. Hoeman
  -------------------------
  Michael D. Hoeman, M.D.    Director, Secretary
                             and Treasurer                 March 20, 1998
                                                           --------------
  /s/ Christopher H. Jung
  -------------------------
  Christopher H. Jung, M.D.  Director                      March 19, 1998
                                                           --------------

  /s/ Carroll R. Wetzel
  -------------------------
  Carroll R. Wetzel, D.O.    Director                      March 24, 1998
                                                           --------------

  /s/ J. D. Williams
  -------------------------
  Joseph D. Williams,CPA     Vice President-Finance,
                             Chief Financial Officer and   March 18, 1998
                             Principal Accounting Officer  --------------




                                       15


<PAGE>   16



                          INDEPENDENT AUDITORS' REPORT





The Board of Directors
The Tenere Group, Inc.:



Under date of March 17, 1998, we reported on the consolidated balance sheets of
The Tenere Group, Inc. and subsidiaries as of December 31, 1997 and 1996, and
the related consolidated statements of operations, stockholders'
equity/policyholders' surplus and cash flows for each of the years in the
three-year period ended December 31, 1997, as contained in the 1997 annual
report to stockholders.  These consolidated financial statements and our report
thereon are incorporated by reference in the annual report on Form 10-K for the
year 1997.  In connection with our audits of the aforementioned consolidated
financial statements, we also audited the related consolidated financial
statement schedules, as listed in the accompanying index.  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  financial statement 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


Kansas City, Missouri
March 17, 1998








                                       16


<PAGE>   17


                                                                   SCHEDULE II


                     THE TENERE GROUP, INC. (PARENT ONLY)

               CONDENSED FINANCIAL STATEMENTS OF THE REGISTRANT

                                Balance Sheets
                          December 31, 1997 and 1996
<TABLE>
<CAPTION>



                                  Assets                                            1997         1996
                                  ------                                         -----------  ----------
<S>                                                                              <C>          <C>
Investment in subsidiaries, at equity                                            $21,741,059  21,561,303
Deferred income taxes                                                                392,288      88,400
                                                                                 -----------  ----------
         Total assets                                                            $22,133,347  21,649,703
                                                                                 ===========  ==========

                   Liabilities and Stockholders' Equity
                   ------------------------------------
Liabilities:
    Deferred compensation payable                                                $   561,887     260,000
    Deferred retirement benefit                                                      591,901           -
                                                                                 -----------  ----------
         Total liabilities                                                         1,153,788     260,000

Stockholders' equity
    Common stock, $.01 par value; 7,000,000 shares authorized;
         1,999,774 shares issued and outstanding                                      19,998      19,998
    Contributed capital                                                           21,940,828  21,940,828
    Accumulated deficit                                                           (1,690,370)   (737,596)
   Unrealized gain on subsidiaries' investments, net of tax                          709,103     166,473
   Commitments and contingencies
                                                                                 -----------  ----------
                    Total stockholders' equity                                    20,979,559  21,389,703
                                                                                 -----------------------
                    Total liabilities and stockholders' equity                   $22,133,347  21,649,703
                                                                                 ===========  ==========
</TABLE>

See note to condensed financial statements of the registrant

                                       17


<PAGE>   18

                                                                    SCHEDULE II


                     THE TENERE GROUP, INC. (PARENT ONLY)

               CONDENSED FINANCIAL STATEMENTS OF THE REGISTRANT

                           Statements of Operations
             For the Years Ended December 31, 1997, 1996 and 1995



<TABLE>
<CAPTION>
                                                                               1997         1996        1995
                                                                               ----         ----        ----
Expenses
<S>                                                                        <C>          <C>         <C>
  Deferred compensation                                                    $  301,887      260,000          -
  Deferred retirement benefit                                                 591,901            -          -
                                                                           -----------  ----------  ----------
  Total expenses                                                              893,788      260,000          -
  Loss before income taxes                                                   (893,788)    (260,000)         -
  Income tax benefit                                                          303,888       88,400          -
                                                                           -----------  ----------  ----------
  Net loss (parent only)                                                     (589,900)    (171,600)         -
  Equity in net income (loss) of subsidiaries                                (362,874)  (2,762,886) 2,509,856
                                                                           -----------  ----------  ----------
  Consolidated net income (loss)                                           $ (952,774)  (2,934,486) 2,509,856
                                                                           ===========  ==========  ==========
  Basic and diluted net income (loss) per share                            $    (0.48)       (1.47)      1.26
                                                                           ===========  ==========  ==========

</TABLE>

         See note to condensed financial statements of the registrant

                                       18


<PAGE>   19

                                                                    SCHEDULE II


                  THE TENERE GROUP, INC. (PARENT ONLY)

                      CONDENSED FINANCIAL STATEMENTS OF THE REGISTRANT

                        Statements of Cash Flows
          For the Years Ended December 31, 1997, 1996 and 1995
<TABLE>
<CAPTION>
                                                                                     1997       1996         1995
                                                                                     ----       ----         ----
<S>                                                                               <C>           <C>             <C>
Net loss (parent only)                                                            $  (589,900)  (171,600)       -
Adjustments to reconcile net loss to net cash
  from operating activities:
    Deferred income tax benefit                                                      (303,888)   (88,400)       -
    Change in deferred compensation payable                                           301,887    260,000        -
    Change in deferred retirement benefit                                             591,901          -        -
                                                                                  -----------  ---------    -----
    Net cash provided by operating activities                                               -          -        -
    Net increase  in cash and short-term investments                                        -          -        -
    Cash and short-term investments at beginning of year                                    -          -        -
                                                                                  -----------  ---------    -----
    Cash and short-term investments at end of year                                $         -          -        -
                                                                                  ===========  =========    =====
</TABLE>

         See note to condensed financial statements of the registrant

                                       19


<PAGE>   20

                                                                    SCHEDULE II

                    THE TENERE GROUP, INC.  (PARENT ONLY)

           NOTE TO CONDENSED FINANCIAL STATEMENTS OF THE REGISTRANT

BASIS OF PRESENTATION

In accordance with the requirements of Regulation S-X of the Securities and
Exchange Commission, the financial statements of the registrant are condensed
and omit many disclosures presented in the consolidated financial statement and
notes thereto.

Tenere is an insurance holding company with no operation of its own.  Its
businesses are conducted through two property and casualty insurance
subsidiaries, Intermed Insurance Co. and Interlex Insurance Co.

The condensed financial statements and note thereto are representations of the
Company's management, which is responsible for their integrity and objectivity.
The condensed financial statements have been prepared on the basis of generally
accepted accounting principles.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.

                                       20


<PAGE>   21

                                                                   SCHEDULE III


                            THE TENERE GROUP, INC.

                     SUPPLEMENTARY INSURANCE INFORMATION
             For the Years Ended December 31, 1997, 1996 and 1995
                                (in thousands)


<TABLE>
<CAPTION>
                                                        1997    1996     1995
                                                     -------- -------  -------
<S>                                                  <C>      <C>      <C>
Deferred policy acquisition costs                    $    183      85      140
Reserves for unpaid losses and loss
  adjustment expenses                                  31,030  32,887   26,623
Discount deducted from unpaid losses
  and loss adjustment expenses                            960   2,164    2,933
Unearned premiums                                       7,717   6,300   10,447
Earned premiums                                         4,498   7,646   11,901
Net investment income                                   2,623   2,627    2,654
Losses and loss adjustment expenses
  incurred related to:
  Current year                                          5,647   9,813    9,612
  Prior year                                           (1,169)   1,414  (1,936)

Amortization of deferred policy
  acquisition costs                                       263     340      431
Other operating expenses                                2,200   1,784    1,438
Paid losses and loss adjustment
  expenses                                              9,186  10,899    7,911
Net premiums written                                    5,802   3,469    8,369

Discount rates utilized on reserves are as follows:         2%      3%       4%

</TABLE>


                                       21


<PAGE>   22



                                 EXHIBIT INDEX



EXHIBIT          DESCRIPTION
NO.
-------      --------------------

[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.


                                       22


<PAGE>   23




EXHIBIT      DESCRIPTION
NO.
-----------  --------------------
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
             Registran'ts Quarterly Report on Form 10-Q for the three months
             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.

                                      23

<PAGE>   24




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-Underwriti ng 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.



                                      24

<PAGE>   25


10.26        Reinsurance Cover Note: 96/1212/RM to Catastrophe "Awards  Made"
             Excess of Loss Reinsurance Contract, effective October 1, 1996, by
             and between Intermed Insurance Company and/or Interlex Insurance
             Company and certain Reinsurers of Lloyd's of London.


10.27        Addendum No. 2 to Catastrophe "Awards Made" Excess of Loss
             Reinsurance Contract, effective October 1, 1996, by and between
             Intermed Insurance Company and/or Interlex Insurance Company and
             certain Reinsurers of Lloyd's of London.

10.28        Reinsurance Cover Note: 97/1212/RM to Catastrophe "Awards Made"
             Excess of Loss Reinsurance Contract, effective October 1, 1997,
             by and between Intermed Insurance Company and/or Interlex
             Insurance Company and certain Reinsurers of Lloyd's of London.

10.29        Addendum No. 3 to Catastrophe "Awards Made" Excess of Loss
             Reinsurance Contract, effective October 1, 1997, by and between
             Intermed Insurance Company and/or Interlex Insurance Company and
             certain Reinsurers of Lloyd's of London.

10.30        Reinsurance Cover Note: 94/1146/RM to Medical Practitioners'
             Liability Primary Excess of Loss Reinsurance Contract, effective
             October 1, 1994, by and between Intermed Insurance Company and
             Certain Reinsurers of Lloyd's of London.

10.31        Medical Practitioners' Liability Primary Excess of Loss
             Reinsurance Contract, effective October 1, 1996, by and between
             Intermed Insurance Company and Certain Reinsurers of Lloyd's of
             London.

10.32        Addendum No. 1 to Medical  Practitioners' Liability Combined
             Reinsurance Contract (formerly the Primary Excess of Loss
             Reinsurance Contract), effective October 1, 1996, by and between
             Intermed Insurance Company and Certain Reinsurers of Lloyd's of
             London.

10.33        Addendum No. 2 to Medical  Practitioners' Liability Combined
             Reinsurance Contract (formerly the Primary Excess of Loss
             Reinsurance Contract), effective October 1, 1997, by and between
             Intermed Insurance Company and Certain Reinsurers of Lloyd's of
             London.

10.34        Reinsurance Cover Note: 97/1146/RM to Medical Practitioners'
             Liability Combined Reinsurance Contract (formerly the Primary
             Excess of Loss Reinsurance Contract), effective October 1, 1997, by
             and between Intermed Insurance Company and Certain Reinsurers of
             Lloyd's of London.

10.35        Lawyers' Professional Liability Primary Excess of Loss
             Reinsurance Contract, effective October 1, 1996, by and between
             Interlex Insurance Company and Certain Reinsurers of Lloyd's of
             London.


10.36        Lawyers' Professional Liability Primary Excess of Loss
             Reinsurance Contract, effective October 1, 1997, by and between
             Interlex Insurance Company and Certain Reinsurers of Lloyd's of
             London.


10.37        Lawyers' Professional Liability Prior Agreement Excess
             Reinsurance Contract, effective October 1, 1996, by and between
             Interlex Insurance Company and Certain Reinsurers of Lloyd's of
             London.

                                      25


<PAGE>   26




10.38        Lawyers' Professional Liability Prior Agreement Excess
             Reinsurance Contract, effective October 1, 1997, by and between
             Interlex Insurance Company and Certain Reinsurers of Lloyd's of
             London.

13           1997 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



                                      26