Exhibit 3(ii)

                                                  Amended and Restated
                                                  as of January 24, 2000


                                     BYLAWS
                                       of
                                 HSB GROUP, INC.

                                    ARTICLE I
                             SHAREHOLDERS' MEETINGS

         All meetings of the Shareholders  shall be held in the City of Hartford
or such other place within  Connecticut  as the Board of Directors  may appoint.
The Annual  Meeting shall be held on the 3rd Tuesday of April in each year or on
some  other  day  within  two (2)  months  thereafter  as fixed by the  Board of
Directors.  Special  meetings  of the  Shareholders  may be held at such time as
fixed by the Board of Directors. Notice of every meeting of the Shareholders and
of the time and place thereof shall be given as required by law. At each meeting
of the Shareholders the President or Chairman of the Board shall preside and act
as Chairman.  The Chairman may appoint a Committee on Proxies to receive,  count
and report the votes cast in person at such meeting and the votes represented by
proxies.  The holders of a majority of the shares of the issued and  outstanding
stock entitled to vote at a meeting, present either in person or by proxy, shall
constitute  a quorum for the  transaction  of  business  at such  meeting of the
Shareholders.  If a quorum is not  present  at such  meeting,  the  Shareholders
present in person or by proxy may adjourn to such future time as shall be agreed
upon by them, and notice of such adjournment  shall be given to Shareholders not
present or represented at the meeting.

         Regulations  for  the  conduct  of a  meeting  of  Shareholders  may be
prescribed  by the  Chairman  or at the  Chairman's  option  be  adopted  by the
Shareholders present by voice vote or by ballot.

         At any meeting of the Shareholders, only such business may be conducted
as shall have been  properly  brought  before the meeting and as shall have been
determined to be lawful and appropriate for consideration by Shareholders at the
meeting.  To be properly brought before a meeting business must be (a) specified
in the notice of meeting,  (b) otherwise  properly brought before the meeting by
or at the direction of the Board of Directors or the Chairman of the meeting, or
(c) otherwise properly brought before the meeting by a Shareholder. For business
to be properly brought before a meeting by a Shareholder  pursuant to clause (c)
above,  the Shareholder  must have given timely notice thereof in proper written
form to the Corporate  Secretary.  To be timely,  a Shareholder's  notice to the
Corporate Secretary must be delivered to or mailed and received by the Corporate
Secretary  of the Company not less than sixty nor more than ninety days prior to
the anniversary of the date on which the immediately preceding Annual Meeting of
the Shareholders  was convened;  provided,  however,  that in the event that the
Annual  Meeting is called for a date that is not within  thirty  days  before or
after such  anniversary  date,  notice by the  Shareholder in order to be timely
must be received not later than the close of business on the tenth day following
the day on which  such  notice of the date of the Annual  Meeting  was mailed or
such public  disclosure  of the date of the Annual  Meeting was made,  whichever
first occurs.  Such  Shareholder's  notice shall set forth as to each matter the
Shareholder  proposes to bring before the meeting (a) a brief description of the
business desired to be brought before the meeting and the reasons for conducting
such  business  at the  meeting,  (b)  the  name  and  record  address  of  such
Shareholder,  (c) the class and number of shares of capital stock of the Company
which are beneficially held by such Shareholder and (d) any material interest of
such Shareholder in such business.  Notwithstanding  anything in these Bylaws to
the contrary,  no business  shall be conducted at a meeting except in accordance
with the procedures set forth herein.  The Chairman of the meeting shall, if the
facts  warrant,  determine  and declare to the  meeting  that  business  was not
properly  brought before the meeting in accordance with the procedures set forth
herein,  or that business was not lawful or  appropriate  for  consideration  by
Shareholders  at the  meeting,  and if the  Chairman  of the  meeting  should so
determine,  the Chairman of the meeting  shall so declare to the meeting and any
such business not properly brought before the meeting shall not be transacted at
that meeting.

         Nominations  of persons for  election to the Board of  Directors of the
Company may be made by the Board of Directors or by any Shareholder  entitled to
vote for the election of Directors in compliance with the notice  procedures set
forth herein. Any Shareholder  entitled to vote for the election of Directors at
a meeting may  nominate  persons for the  election of  Directors  only if timely
written notice of such Shareholder's intent is given to the Corporate Secretary.
To be  timely,  a  Shareholder's  notice  to the  Corporate  Secretary  must  be
delivered  to or mailed and received by the  Corporate  Secretary of the Company
not less than sixty days nor more than ninety days prior to the  anniversary  of
the date on which the immediately  preceding  Annual Meeting of the Shareholders
was convened;  provided,  however,  that in the event that the Annual Meeting is
called  for a date  that  is  not  within  thirty  days  before  or  after  such
anniversary  date,  notice  by the  Shareholder  in order to be  timely  must be
received not later than the close of business on the tenth day following the day
on which such notice of the date of the Annual Meeting was mailed or such public
disclosure of the date of the Annual Meeting was made,  whichever  first occurs.
Such  Shareholder's  notice  shall  set  forth  (a) as to each  person  whom the
Shareholder proposes to nominate for election or re-election as a Director,  (i)
the name, age, business address and residence  address of such person,  (ii) the
principal occupation or employment of such person, (iii) the class and number of
shares of capital  stock of the  Company  which are  beneficially  owned by such
person and (iv) any other  information  relating to such person that is required
to be disclosed in  solicitations  of proxies for election of  Directors,  or is
otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended  (including,  without  limitation such person's
written  consent  to being  named in the proxy  statement  as a  nominee  and to
serving as a  Director  if  elected)  and (b) as to the  Shareholder  giving the
notice, (i) the name and address, as they appear on the Company's books, of such
Shareholder  and,  (ii) the class and number of shares of  capital  stock of the
Company which are beneficially owned by such Shareholder. If the Chairman of the
meeting  determines  that a nomination was not in accordance  with the foregoing
procedures, such nomination shall be void.

                                   ARTICLE II
                                    DIRECTORS

         The Board of Directors  shall consist of the number of directors  fixed
from time to time by resolution adopted by the affirmative vote of a majority of
the entire Board of Directors. No person shall serve as Director beyond the date
of the first Annual Meeting of  Shareholders  held  subsequent to the Director's
seventieth birthday,  unless such Director's service is extended by a resolution
adopted by a majority of the Board of Directors.  Such resolution  shall specify
the date to which  service is  extended  which in no event may be later than the
last day of the Director's then current term.

         Regular and special meetings of the Board of Directors shall be held as
determined by the Directors.

         At any meetings of the Board of Directors,  a majority of the Directors
then in  office,  but not less  than  one-third  of the  directorships  fixed in
accordance with this Article,  shall  constitute a quorum for the transaction of
business. Unless otherwise prescribed herein or in the Articles of Incorporation
of the Company,  action of the Board of Directors  shall be by majority  vote of
the Directors present.  The compensation of Directors shall be determined by the
Board of Directors.


                                   ARTICLE III
                                   COMMITTEES


         The  Board  of  Directors  may by  resolution  designate  two  or  more
Directors to  constitute  an  executive  committee  or other  committees,  which
committees  shall  have and may  exercise  all such  authority  of the  Board of
Directors as shall be provided in such  resolution,  subject to such limitations
as are provided under Section 33-753 of the Connecticut General Statutes,  as it
may be amended from time to time.

         The  Board  of  Directors  may by  resolution  designate  one  or  more
Directors as  alternate  members of such  committees  who may replace any absent
member at any meeting of such  committees upon such notice and in such manner as
may be provided in the resolution designating such alternate members.


                                   ARTICLE IV
                                    OFFICERS

         There  shall be a  President  and there may be a Chairman of the Board,
each  elected by the Board of  Directors  from their own number.  The  President
shall be the chief executive  officer and responsible under the direction of the
Board of Directors for the  supervision,  management  and active  control of the
affairs and properties of the Company.

         The  Board  of  Directors  may  also  elect a  Corporate  Secretary,  a
Treasurer, one or more Executive Vice Presidents and Senior Vice Presidents.

         The President  shall appoint such other Officers as may be required for
the prompt and orderly transaction of the business of the Company.

          Any elected  Officer may be removed at the  pleasure of the  Directors
and any appointed Officer may also be removed by the President.

         The Officers  shall be subject to the  direction of and shall have such
authority  and perform  such duties as may be assigned  from time to time by the
Board of Directors or the President.

                                    ARTICLE V
                                   AMENDMENTS

         These  bylaws  may be  altered,  amended,  added  to or  repealed  by a
majority of the entire Board of Directors at any meeting of said Board, provided
that notice thereof shall have been given in the notice of such meeting.


STATE OF CONNECTICUT,
                               ss.               Hartford, CT..............19
COUNTY OF HARTFORD.

         The foregoing is a true copy of the bylaws of HSB Group, Inc.

                                           Attest:____________________________
                                                   Corporate Secretary