CALCULATION OF REGISTRATION FEE

 

(1) This Registration Statement shall also cover any additional shares of common stock which may become issuable under the Plans being registered pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of common stock. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefits plans described herein.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act on the basis of the average of the high and low sale prices for a share of common stock of Employers Holdings, Inc. as reported on the New York Stock Exchange on March 29, 2007.

(3) $1,951 of the filing fee was previously paid.

 

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Explanatory Note

 

This Post-Effective Amendment No. 1 to Form S-8 Registration Statement (this “Amendment”) under the Securities Act of 1933 (the “Securities Act”) is an amendment to the Employers Holdings, Inc. (the “Company” or the “Registrant”) Form S-8 Registration Statement filed with the Securities and Exchange Commission (the “SEC”) on February 1, 2007, Registration No. 333-140395. This Amendment will become effective immediately upon filing with the SEC pursuant to Rule 464 of the General Rules and Regulations under the Securities Act. The purpose of this Post-Effective Amendment is to revise the number of shares of the Company’s common stock issuable pursuant to the Company’s Equity and Incentive Plan.

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

 

The Company 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;

 

(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”);

 

(c) the Company’s Current Report on Form 8-K, filed on February 6, 2007;

 

(d) the Company’s Current Report on Form 8-K, filed on March 13, 2007; and

 

(e) the Company’s Current Report on Form 8-K, filed on March 29, 2007.

 

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.

 

 

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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 Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Reno, Nevada, on this 30th day of March, 2007.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 has been signed by the following persons in the capacities and on the dates indicated.

 

 

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EXHIBIT INDEX

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* Previously filed.

 

 

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Exhibit 23.2

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Post-Effective Amendment No. 1 to the Registration Statement (Form S-8 No. No. 333-140395) for the registration of 1,605,838 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 Employers Holdings Inc. (formerly 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.

 

 

Los Angeles, California

March 27, 2007

 

 

 

Exhibit 23.3

Consent of Independent Actuary

The Tillinghast business of Towers, Perrin, Forster & Crosby, Inc. consents to the incorporation by reference in Amendment No. 1 to the registration statement on Form S-8 of Employers Holdings, Inc. (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.

March 29, 2007

 

/s/ Robert F. Conger