THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Mutual Risk Management Limited (MLRMF.OB)

1/14/2003 Proxy Information

The Company and its subsidiaries provide administrative and accounting services to a number of unaffiliated insurance and reinsurance companies. Certain officers, directors and employees of the Company serve as officers and directors of these companies, generally without remuneration.

Mutual Finance Ltd, a subsidiary of the Company, has an investment of approximately $2,200,000 in Century Capital Partners L.P. ("Century Capital"). This investment was made by the Mutual Finance pool, which is principally comprised of assets being invested for the benefit of participants in the Company's IPC, or "rent-a-captive," programs. Century Capital is a limited partnership that invests in insurance and other financial services companies. The general partner of Century Capital is CCP Capital, Inc. and the investment advisor is Century Capital Management, Inc. Mr. Allan Fulkerson, a director of the Company, is President and a director of CCP Capital, Inc. and Century Capital Management, Inc. and the principal shareholder of Century Capital Management, Inc., which owns CCP Capital, Inc. In addition, Mr. Fulkerson is a managing member of the general partner of Century Capital Partners II, L.P., which is a limited partnership that purchased debentures and warrants from the Company in May 2001. For more information regarding this transaction, please see the disclosure regarding the Common Share issuance proposals described in this Proxy Statement.

In connection with the Company's acquisition of The Hemisphere Group Limited ("Hemisphere") in July 1996, the Company acquired a 40% interest in the Hemisphere Trust Company Limited ("Hemisphere Trust"), a Bermuda "local" trust company, which had formerly been a wholly owned subsidiary of Hemisphere. As a "local" Bermuda company, at least 60% of the shares of Hemisphere Trust must be owned by Bermudians. In compliance with this requirement, Mr. Robert A. Mulderig, Chairman and Chief Executive Officer of the Company, acquired 60% of Hemisphere Trust for $200,000 at the time of the Company's acquisition of Hemisphere. The amount of the purchase price was equal to 60% of the book value of Hemisphere Trust on the date of acquisition.

The Company and Mr. Mulderig have entered into a Shareholders' Agreement relating to Hemisphere Trust which provides, amongst other things, that (1) the Company has the option, subject to regulatory approval, to acquire Mr. Mulderig's interest in Hemisphere Trust at Mr. Mulderig's cost, plus interest at 6% per annum; (2) the Company has a pre-emptive right, also subject to regulatory approval, over the shares held by Mr. Mulderig; and (3) no dividends or other distributions can be made by Hemisphere Trust without the prior consent of the Company. The Company provides management services to Hemisphere Trust for an annual fee of $300,000.

Certain significant shareholders and directors of the Company represent or are employed by entities which have purchased IPC programs or other services from the Company and its subsidiaries. These services are provided by the Company based on arms-length negotiations.

On October 12, 2000, the Company's subsidiary, Legion, acquired Psychiatrists' Risk Retention Group, Inc. and its related subsidiaries. In connection with that acquisition, PRMS Holdings, LLC, a subsidiary of Psychiatrists' Risk Retention Group, Inc., repaid a promissory note in the principal amount of $700,000 owing to The Galtney Group, Inc. Mr. Galtney, a director of the Company, is the Chairman, Chief Executive Officer and a director of The Galtney Group, Inc.

Mr. Michael P. Esposito, Jr., Mr. K. Bruce Connell and Ms. Fiona E. Luck are each nominees to the Company's board of directors and are directors and/or executive officers of XL Capital Ltd. XL Capital Ltd. owns all of the capital stock of XL Insurance Ltd., which purchased debentures and warrants from the Company in May 2001. Mr. A. Wellford Tabor is a nominee to the Company's board of directors and is a principal in First Union Capital Partners LLC. First Union Capital Partners LLC is an affiliate of First Union Merchant Banking 2001, LLC, which purchased debentures and warrants from the Company in May 2001. For more information regarding these transactions, please see the disclosure regarding the Common Share issuance proposals described in this Proxy Statement.