PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference

Employers Holdings, Inc. (the ‘‘Company’’ or the ‘‘Registrant’’) hereby incorporates by reference into this Registration Statement the following documents:

(a)    the Company’s Prospectus filed on January 31, 2007 pursuant to Rule 424(b) under the Securities Act of 1933, as amended; and

(b)    the description of the common stock contained in the Company’s Registration Statement on Form 8-A, filed on January 4, 2007 pursuant to the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’).

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Statements contained in this Registration Statement or in a document incorporated by reference may be modified or superseded by later statements in this Registration Statement or by statements in subsequent documents incorporated by reference, in which case you should refer to the later statement.

Item 4.    Description of Securities

Inapplicable.

Item 5.    Interests of Named Experts and Counsel

Inapplicable.

Item 6.    Indemnification of Directors and Officers

The Company’s amended and restated articles of incorporation provide that we may provide indemnification for directors and officers to the fullest extent permissible under Nevada law. The Company’s amended and restated by-laws also provide such indemnification for our ‘‘agents’’ upon a determination that such indemnification is proper under the circumstances. That determination is to be made by a majority of a quorum of disinterested directors, the court in which the proceeding is or was pending (upon application made by the Company, the party seeking indemnification or the attorney or other person rendering services in connection with the application), the stockholders, independent legal counsel in a written opinion if a quorum of disinterested directors so requests, or independent legal counsel in a written opinion if a quorum of disinterested directors cannot be obtained. The Company’s amended and restated by-laws define ‘‘agent’’ as any person who is or was a director or officer of the Company or who is or was serving at the request of the Company as a director, officer, employee or agent of another foreign or domestic company, partnership, joint venture, trust or other enterprise, or was a director, or officer of a foreign or domestic company which was a predecessor company of the Company or of another enterprise at the request of the predecessor company. The Company’s amended and restated by-laws provide that our board of directors may provide similar indemnification to employees and agents of the Company.

Indemnification is not provided where:

•	the person is liable pursuant to Nevada Revised Statutes 78.138;

•	the person did not act in good faith and in a manner which that person reasonably believed to be in or not opposed to the Company’s best interests; or

•	in the case of a criminal proceeding, the person had reasonable cause to believe the conduct of the person was unlawful.

At present, there is no pending litigation or proceeding involving any of the Company’s directors, executive officers, other employees or agents for which indemnification is sought, and the Company is not aware of any threatened litigation or proceeding that may result in a claim for such indemnification.

Item 7.    Exemption From Registration Claimed

Inapplicable.

Item 8.    Exhibits

Exhibit No.			Description of Exhibit
5.1			Opinion of Lionel Sawyer & Collins
23.1			Consent of Lionel Sawyer & Collins (included in the opinion filed as Exhibit 5.1 hereto)
23.2			Consent of Independent Registered Public Accounting Firm
23.3			Consent of Towers, Perrin, Forster & Crosby, Inc.
24.1			Powers of Attorney (reference is made to the signature page hereto)

Item 9.    Undertakings

1.    The undersigned registrant hereby undertakes:

(a)	To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement:

	(i)	to include any prospectus required by Section 10(a)(3) of the Securities Act;

	(ii)	to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and

	(iii)	to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(b)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

2.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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3.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Reno, Nevada, on this 31st day of January, 2007.

EMPLOYERS HOLDINGS, INC.
By:			/s/ Douglas D. Dirks
			Douglas D. Dirks
			President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Douglas D. Dirks, William E. Yocke and Lenard T. Ormsby, and each of them, as his or her attorney-in-fact, with full power of substitution in each, for him or her in any and all capacities, to sign any amendments to this registration statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

    

Signature		Title		Date
/s/ Robert J. Kolesar		Chairman of the Board		January 31, 2007
Robert J. Kolesar
/s/ Douglas D. Dirks		President and Chief Executive Officer, Director (Principal Executive Officer)		January 31, 2007
Douglas D. Dirks
/s/ William E. Yocke		Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)		January 31, 2007
William E. Yocke
/s/ Richard W. Blakey		Director		January 31, 2007
Richard W. Blakey
/s/ Valerie R. Glenn		Director		January 31, 2007
Valerie R. Glenn
/s/ Rose E. McKinney-James		Director		January 31, 2007
Rose E. McKinney-James
/s/ Ronald F. Mosher		Director		January 31, 2007
Ronald F. Mosher
/s/ Katherine W. Ong		Director		January 31, 2007
Katherine W. Ong
/s/ Michael D. Rumbolz		Director		January 31, 2007
Michael D. Rumbolz
/s/ John P. Sande III		Director		January 31, 2007
John P. Sande III
/s/ Martin J. Welch		Director		January 31, 2007
Martin J. Welch

    

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EXHIBIT INDEX

Exhibit No.			Description of Exhibit
5.1			Opinion of Lionel Sawyer & Collins
23.1			Consent of Lionel Sawyer & Collins (included in the opinion filed as Exhibit 5.1 hereto)
23.2			Consent of Independent Registered Public Accounting Firm
23.3			Consent of Towers, Perrin, Forster & Crosby, Inc.
24.1			Powers of Attorney (reference is made to the signature page hereto)

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Exhibit 5.1

February 1, 2007

EIG Mutual Holding Company
9790 Gateway Drive
Reno, Nevada 89521

Re:    Registration of Common Stock of Employers Holdings, Inc.

Ladies and Gentlemen:

We are acting as special Nevada counsel for EIG Mutual Holding Company, a Nevada mutual holding company (the ‘‘Company’’), which is converting to a Nevada stock corporation and being renamed ‘‘Employers Holdings, Inc.,’’ in connection with the registration by the Company under the Securities Act of 1933, as amended (the ‘‘Act’’), of shares of Common Stock, par value $0.01 per share, of the Company (the ‘‘Common Stock’’), to be offered to the public under a Registration Statement on Form S-8, relating to such offering (the ‘‘Registration Statement’’). Other than the materials listed in paragraphs (a) and (b) of Item 3 of the Registration Statement and the Company’s S-1 Registration Statement No. 333-139092 (as amended) (‘‘S-1 Registration Statement’’), we have not reviewed and express no opinion as to any instrument or document incorporated by reference in the Registration Statement.

We have examined originals or copies of each of the documents listed below:

1.    Certificate of Corporate Existence relating to the Company, issued by the Nevada Secretary of State;

2.    The Amended and Restated Articles of Incorporation of the Company filed as an exhibit to the S-1 Registration Statement;

3.    The Amended and Restated Bylaws of the Company filed as an exhibit to the S-1 Registration Statement;

4.    Resolutions of the Board of Directors of the Company, dated August 17, 2006, relating, among other things, to the registration and sale of the Common Stock;

5.    The Registration Statement and the S-1 Registration Statement;

6.    The Plan of Conversion of EIG Mutual Holding Company, adopted August 17, 2006, and Amended and Restated on October 3, 2006 (the ‘‘Plan of Conversion’’);

7.    The Equity and Incentive Plan of the Company, attached as Exhibit I to the Plan of Conversion (the ‘‘Plan’’);

8.    Decision and Order of the Commissioner of the Division of Insurance of the State of Nevada Department of Business and Industry relating to the conversion of the Company into a stock corporation, issued November 29, 2006; and

9.    Decision and Order of the Commissioner of the Division of Insurance of the State of Nevada Department of Business and Industry relating to the conversion of the Company into a stock corporation, issued January 13, 2007 (the ‘‘Final Order’’).

We have examined originals or copies of such other corporate records, certificates of corporate officers and public officials and other agreements and documents as we have deemed necessary or advisable for purposes of this opinion letter. We have relied upon the certificates of all public officials and corporate officers with respect to the accuracy of all factual matters contained therein. In giving the following opinion we have assumed that the Final Order remains effective as to the conversion of the Company into a stock corporation and the issuance of the Common Stock as of the date of such issuance.

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EIG Mutual Holding Company
February 1, 2007
Page 2

Based upon the foregoing, and subject to the following, it is our opinion that, when (a) the Registration Statement has become effective under the Act; (b) the Company’s Amended and Restated Articles of Incorporation have been filed with the Nevada Secretary of State; (c) the Common Stock has been duly authorized by all necessary organizational action on the part of the Company; and (e) the Common Stock has been issued, delivered and paid for in accordance with the terms of the Plan, the Common Stock will be validly issued, fully paid and nonassessable.

The opinions expressed above are limited to the laws of the State of Nevada, including reported judicial decisions. This Opinion Letter is intended solely for use in connection with the registration and offering of the Common Stock as described in the Registration Statement and resales of the Common Stock, and it may not be reproduced or filed publicly, without the written consent of this firm; provided, however, we hereby consent to the filing of this Opinion Letter as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are in a category of persons whose consent is required pursuant to Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Lionel Sawyer & Collins

LIONEL SAWYER & COLLINS

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Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) for the registration of shares of Common Stock pertaining to the Employers Holdings, Inc. Equity and Incentive Plan of our report dated July 14, 2006 (except Note 12, as to which the date is August 17, 2006), with respect to the consolidated financial statements of EIG Mutual Holding Company included in Amendment No. 2 to the Registration Statement (Form S-1 No. 333-139092) and related Prospectus, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Los Angeles, California
January 26, 2007

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Exhibit 23.3

Consent of Independent Actuary

The Tillinghast business of Towers, Perrin, Forster & Crosby, Inc. consents to the incorporation by reference in the registration statement on Form S-8 of EIG Mutual Holding Company (the ‘‘Company’’) of the (i) references to it (as the ‘‘Consulting Actuary’’) in relation to the actuarial services described, (ii) reference to it under the caption ‘‘Experts’’ and (iii) use of the opinion of Robert F. Conger, a consulting actuary associated with the Tillinghast business of Towers, Perrin, Forster & Crosby, Inc., dated October 26, 2006, in each case, in the Registration Statement (Form S-1) (File No. 333-139092) and related Prospectus, filed with the Securities and Exchange Commission, of the Company for the registration of shares of its common stock.

The Tillinghast business of Towers, Perrin, Forster & Crosby, Inc.

January 31, 2007

/s/ Robert F. Conger                        
Robert F. Conger

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