Under pressure from union leaders and board members at ULLICO Inc., company Chairman, President and CEO Robert A. Georgine will step down as a director of the labor-owned insurer at its May 8 annual meeting.

Georgine's departure, announced after an April 23 board meeting, closes one chapter for the troubled insurance and investment firm, which has been the focus for more than a year of an insider stock trading scandal.

But Georgine appears to be digging in his heels and refusing some terms of a closed-door deal hammered out April 22 by presidents of several building trades unions and other ULLICO critics. Besides nominating a new slate of directors, the agreement calls for the board to elect a new president of the company, as well as a new chairman and chief executive officers to head ULLICO and its subsidiaries.

In a letter to colleagues, Georgine says, "I have determined not to nominate myself as a director and thus I will relinquish the chairmanship after the May 8 meeting. But I am continuing as President and Chief Executive Officer." He refers to "internal disagreements in the House of Labor," but does not acknowledge ongoing federal and state investigations.

But a separate release issued by the AFL-CIO states: "The chairman and president will be selected from the trade union movement, while the CEO of ULLICO and each of its subsidiaries will be qualified professionals from the fields of insurance and finance."

Edwin D. Hill, president of the electrical workers' union, says, "We believe that the controversy surrounding ULLICO at this time makes these changes necessary to secure the future of ULLICO." Hill and other buildings trades chiefs, including Michael J. Sullivan of the sheet metal workers' union and James Grogan of the asbestos workers' union, were instrumental in moving the agreement forward.

Laborers' union General President Terence M. O'Sullivan was widely rumored to have agreed to be nominated for the chairmanship at the May 8 meeting. But one labor source says, "That is not necessarily a done deal."

If Georgine refuses to relinquish his other titles, there could be a proxy fight to remove him from his duties, after the new board is elected. The 15-member slate has only three returning members: O'Sullivan from the laborers, Martin J. Maddaloni, president of the plumbers' union and John J. Flynn, the bricklayers' president. To remain on the board, the agreement required Maddaloni to return the more than $400,000 in profits he made from the stock transactions.

The 12 new members on the slate are: Sullivan of the sheet metal workers' union; Grogan of the asbestos workers; Dana A. Brigham, general president of the elevator constructors' union; Richard Trumka, Secretary-Treasurer of the AFL-CIO; Jerry O'Connor, secretary-treasurer of the electrical workers' union; Joseph J. Hunt, president of the ironworkers' union; Edward C. Sullivan, president of the AFL-CIO Building and Construction Trades Dept.; and George Tedeschi of the graphics communications union.

The new board also includes four other members: Alexis Herman, former Labor secretary; Abner Mikva, a former federal judge and White House counsel; Richard Ravitch, a New York builder, chairman of the AFL-CIO's Housing Investment Trust board of trustees and former head of the New York Metropolitan Transportation Authority; and Richard Heczko.

"It was important to put ULLICO's difficulties behind us and show that labor is committed to high standards of corporate accountability," said AFL-CIO President John J. Sweeney. "We are confident that this agreement will lay the foundation for a bright future for ULLICO and allow it to continue its long tradition of service to working families." Sweeney resigned from ULLICO's board in protest over the way the stock scandal was handled.