Exhibit 10(iii)(b)



                               SEVERANCE AGREEMENT


                  THIS  AGREEMENT,  dated  November  29,  1999,  is  made by and
between HSB Group, Inc., a Connecticut corporation (the "Company"),  and Richard
H. Booth (the "Executive").

                  WHEREAS,  the Company  considers it essential to the best
interests of its shareholders to attract and retain key executives; and

                  WHEREAS,  the Board  recognizes that, as is the case with many
publicly held  corporations,  the  possibility of a Change in Control exists and
that such  possibility,  and the  uncertainty  and questions  which it may raise
among  management,  may result in the  departure or  distraction  of  management
personnel to the detriment of the Company and its shareholders; and

                  WHEREAS,  the  Board has  determined  that  appropriate  steps
should  be  taken  to  reinforce  and  encourage  the  continued  attention  and
dedication of members of the Company's management,  including the Executive,  to
their assigned duties without distraction in the face of potentially  disturbing
circumstances arising from the possibility of a Change in Control; and

                  WHEREAS, the Board desires to provide for a specific severance
benefit for certain terminations of employment unrelated to a Change in Control;

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual covenants herein contained, the Company and the Executive hereby agree as
follows:


                  1.  Defined  Terms.  The  definitions  of  capitalized  terms
used in this Agreement are provided in the last Section hereof.

                  2.  Term  of  Agreement.  The  Term of  this  Agreement  shall
commence on the date hereof and shall  continue in effect  through  December 31,
2002; provided,  however,  that commencing on January 1, 2001 and each January 1
thereafter,  the Term shall  automatically  be extended for one additional  year
unless,  not later than  September 30 of the preceding  year, the Company or the
Executive shall have given notice not to extend the Term; and further  provided,
however,  that if a Change in Control shall have occurred  during the Term,  the
Term shall expire no earlier  than  thirty-six  (36) months  beyond the month in
which such Change in Control occurred.

                  3.  Company's  Covenants  Summarized.  In order to induce  the
Executive  to remain in the employ of the  Company and in  consideration  of the
Executive's  covenants set forth in Section 4 hereof, the Company agrees,  under
the conditions described herein, to pay the Executive the Severance Payments and
the other payments and benefits  described  herein.  This Agreement shall not be
construed as creating an express or implied  contract of employment  and, except
as  otherwise  agreed in writing  between the  Executive  and the  Company,  the
Executive shall not have any right to be retained in the employ of the Company.

                  4. The  Executive's  Covenants.  The  Executive  agrees  that,
subject  to the  terms  and  conditions  of this  Agreement,  in the  event of a
Potential  Change in Control  during the Term,  the Executive will remain in the
employ of the Company  until the  earliest of (i) a date which is six (6) months
following  the date of such  Potential  Change  in  Control,  (ii) the date of a
Change  in  Control,  (iii)  the date of  termination  by the  Executive  of the
Executive's  employment  for Good  Reason or by reason of death,  Disability  or
Retirement, or (iv) the termination by the Company of the Executive's employment
for any reason.

                  5.  Compensation   Other  Than  Change  in  Control  Severance
Payments.

                  5.1 Following a Change in Control and during the Term,  during
any period that the Executive fails to perform the Executive's  full-time duties
with the Company as a result of  incapacity  due to physical or mental  illness,
the Company shall pay the  Executive's  full salary to the Executive at the rate
in effect at the commencement of any such period, together with all compensation
and benefits  payable to the Executive  under the terms of any  compensation  or
benefit  plan,  program or  arrangement  maintained  by the Company  during such
period,  until the  Executive's  employment  is  terminated  by the  Company for
Disability.

                  5.2 If the Executive's  employment shall be terminated for any
reason during the Term, the Company shall pay the Executive's full salary to the
Executive  through  the Date of  Termination  at the rate in effect  immediately
prior to the Notice of Termination or, in the event of a termination following a
Change in Control, such higher rate as may be in effect (i) immediately prior to
the Change in Control,  or (ii) immediately  prior to the first occurrence of an
event or circumstance constituting Good Reason in the event of a termination for
Good  Reason,  together  with  all  compensation  and  benefits  payable  to the
Executive  through  the Date of  Termination  under the  terms of the  Company's
compensation   and  benefit  plans,   programs  or  arrangements  as  in  effect
immediately prior to the Notice of Termination or, in the event of a termination
following  a Change in Control and if more  favorable  to the  Executive,  as in
effect (i) immediately prior to the Change in Control, or (ii) immediately prior
to the first occurrence of an event or circumstance  constituting Good Reason in
the event of a termination for Good Reason.

                  5.3 If the Executive's  employment shall be terminated for any
reason during the Term,  the Company shall pay to the Executive the  Executive's
normal  post-termination  compensation  and  benefits,  if any, as such payments
become due. Such post-termination  compensation and benefits shall be determined
under,  and paid in accordance  with,  the Company's  retirement,  insurance and
other  compensation  or benefit plans,  programs and  arrangements  as in effect
immediately prior to the Notice of Termination or, in the event of a termination
following  a Change in Control and if more  favorable  to the  Executive,  as in
effect (i) immediately prior to the Change in Control, or (ii) immediately prior
to the occurrence of the first event or circumstance constituting Good Reason in
the event of a termination  for Good Reason;  provided that, for purposes of any
retiree medical benefits  insurance  program then in effect,  Executive shall be
deemed to have satisfied any years of service and retirement status requirements
as of the Date of Termination in order to be eligible to receive  benefits under
such program.

                  5.4 If the Executive's  employment  shall be terminated by the
Company for any reason  (other than for death,  Disability  or Cause) during the
Term and the Executive is not entitled to any Severance  Payments as provided in
Section 6.1 hereof,  the Company shall pay to the Executive a severance payment,
in cash, equal to two times the Executive's base salary as in effect immediately
prior  to  issuance  of the  Notice  of  Termination  in  connection  with  such
termination,  payable in substantially equal bi-weekly installments over the two
year period  following  such  termination.  The Company  shall also  provide the
Executive with outplacement  services suitable to the Executive's position for a
period expiring three years after the Date of Termination, or, if earlier, until
the first  acceptance by the Executive of an offer of employment.  The severance
benefits  payable  under  this  Section  5.4  shall be in lieu of any  severance
benefits  otherwise payable to the Executive.  The Company shall also pay to the
Executive  all legal fees and expenses  incurred by the  Executive in seeking in
good faith to obtain or enforce  any benefit or right  provided by this  Section
5.4; provided, that such reimbursement shall only be payable if the Executive is
successful in obtaining or enforcing such benefit or right.

                  5.5 If the Executive's  employment shall be terminated for any
reason other than death during the Term, in addition to any retirement  benefits
to which the Executive is entitled under each Pension Plan or any successor plan
thereto,  the Company  shall pay the  Executive a benefit equal to the excess of
(i) the retirement pension to which the Executive would have been entitled under
the  Retirement  Plan  determined  as if the Executive  were fully  vested,  had
accumulated  ten (10)  additional  years of Credited  Service (as defined in the
Retirement  Plan),  and had "Earnings"  under such plan determined in accordance
with Exhibit A, over (ii) any vested  retirement  pension  under the  Retirement
Plan which the Executive had accrued  pursuant to the provisions of such plan as
of the Date of Termination.  The benefit payable under this Section 5.5.,  shall
commence  and be paid at the same time and in the same form as the  benefit,  if
any, payable under the Retirement Plan;  provided however,  if the Executive has
not vested in a benefit  under the  Retirement  Plan,  Executive  shall have the
right to select the commencement and form of payment to the same extent he would
were such benefit to be payable under the Retirement Plan.

                  5.6 If the  Executive's  employment  shall  be  terminated  on
account of death during the Term and the Executive is married at the time of his
death,  in addition to any death  benefits  to which the  Executive's  spouse is
entitled  under each Pension Plan or any  successor  plan  thereto,  the Company
shall  pay the  Executive's  spouse a  benefit  equal to the  excess  of (i) the
aggregate death benefit to which the Executive's spouse would have been entitled
under the Retirement Plan determined as if the Executive were fully vested,  had
accumulated  ten (10)  additional  years of Credited  Service (as defined in the
Retirement  Plan) and had  "Earnings"  under such plan  determined in accordance
with Exhibit A, prior to his death over (ii) any  aggregate  death benefit under
the Retirement  Plan which the Executive had accrued  pursuant to the provisions
of such plan as of the date of his death. The benefit payable under this Section
5.6.  shall  commence  and be paid at the same  time and in the same form as the
death benefit, if any, is payable, or would have been payable had Executive been
vested in a death benefit, under the Retirement Plan.

                  6.  Change in Control Severance Payments.

                  6.1 If (i) the Executive's  employment is terminated following
a Change in  Control  and during the Term,  other  than (A) by the  Company  for
Cause,  (B) by reason of death or  Disability,  or (C) by the Executive  without
Good Reason, or (ii) the Executive voluntarily terminates his/her employment for
any reason during the one-month  period  commencing on the first  anniversary of
the Change in  Control,  then,  in either such case,  the Company  shall pay the
Executive the amounts, and provide the Executive the benefits, described in this
Section 6.1 ("Severance  Payments") and Section 6.2, in addition to any payments
and benefits to which the  Executive  is entitled  under  Section 5 hereof.  For
purposes of this Agreement,  the Executive's  employment shall be deemed to have
been terminated following a Change in Control by the Company without Cause or by
the Executive with Good Reason, if (i) the Executive's  employment is terminated
by the  Company  without  Cause  prior to a Change in Control  (whether or not a
Change in Control  thereafter occurs) and such termination was at the request or
direction  of a Person who has entered  into an  agreement  with the Company the
consummation of which would  constitute a Change in Control,  (ii) the Executive
terminates  his/her  employment  for Good  Reason  prior to a Change in  Control
(whether or not a Change in Control  thereafter  occurs) and the circumstance or
event which  constitutes  Good Reason occurs at the request or direction of such
Person, or (iii) the Executive's employment is terminated,  after the occurrence
of a  Potential  Change in  Control  and prior to a Change  in  Control,  by the
Company  without Cause or by the Executive for Good Reason and such  termination
or the  circumstance  or event which  constitutes  Good Reason is  otherwise  in
connection  with or in  anticipation  of a Change in Control which occurs within
six months after the issuance of the Notice of  Termination  in connection  with
such termination.

               (A) In lieu of any further  salary  payments to the Executive for
          periods  subsequent  to the  Date  of  Termination  and in lieu of any
          severance  benefit  otherwise  payable to the  Executive,  the Company
          shall pay to the  Executive  a lump sum  severance  payment,  in cash,
          equal to three times the sum of (i) the Executive's  base salary as in
          effect  immediately prior to the issuance of the Notice of Termination
          in  connection  with  such  termination  or,  if  higher,   in  effect
          (1)immediately prior to the Change in Control or (2) immediately prior
          to the first occurrence of an event or circumstance  constituting Good
          Reason in the event of a  termination  for Good  Reason,  and (ii) the
          average  bonus  earned by the  Executive  pursuant to any annual bonus
          plan and any short term or long term incentive plan  maintained by the
          Company in respect of the three fiscal years or performance periods(or
          such shorter  number of full fiscal  years during which the  Executive
          was employed by the Company)  ending  immediately  prior to the fiscal
          year in which occurs the following,  whichever average is highest: (1)
          the  issuance of the Notice of  Termination  in  connection  with such
          termination; (2) the date of the Change in Control; or (3) the date of
          the first event or circumstance constituting Good Reason.

               (B) For the thirty-six  (36) month period  immediately  following
          the Date of  Termination,  the  Company  shall  arrange to provide the
          Executive and his/her dependents life, disability,  accident,  dental,
          prescription drug and health insurance benefits  substantially similar
          to those provided to the Executive and his/her dependents  immediately
          prior to the issuance of the Notice of Termination in connection  with
          such  termination  or,  if  more  favorable  to the  Executive,  those
          provided to the Executive and his/her dependents  (i)immediately prior
          to the  Change  in  Control  or (ii)  immediately  prior to the  first
          occurrence of an event or circumstance constituting Good Reason in the
          event  of  termination  for Good  Reason,  at no  greater  cost to the
          Executive  than the cost to the  Executive  immediately  prior to such
          date or  occurrence.  Benefits  otherwise  receivable by the Executive
          pursuant  to this  Section  6.1 (B)  shall be  reduced  to the  extent
          benefits  of the same type are  received by or made  available  to the
          Executive at no greater cost during the  thirty-six  (36) month period
          following the  Executive's  termination  of  employment  (and any such
          benefits  received  by or made  available  to the  Executive  shall be
          reported to the Company by the Executive).

               (C) In addition to any retirement benefits to which the Executive
          is  entitled  under each  Pension  Plan  (including  the  supplemental
          pension  benefits  provided  under Sections 5.5 and 5.6 hereof) or any
          successor plan thereto, the Company shall pay the Executive a lump sum
          amount,  in cash, equal to the excess of (i) the actuarial  equivalent
          of the  aggregate  retirement  pension  (taking into account any early
          retirement subsidies associated therewith and determined as a straight
          life annuity  commencing at the date (but in no event earlier than the
          third  anniversary  of  the  Date  of  Termination)  as of  which  the
          actuarial  equivalent of such annuity is greatest) which the Executive
          would  have  accrued  under the terms of all  Pension  Plans  (without
          regard to any  amendment  to any  Pension  Plan made  subsequent  to a
          Change in Control or, if  earlier,  the Notice of  Termination,  which
          amendment   adversely   affects  in  any  manner  the  computation  of
          retirement benefits  thereunder),  determined as if the Executive were
          fully  vested  thereunder,  were thirty six (36) months  older and had
          accumulated (after the Date of Termination) thirty-six (36) additional
          months of service credit  thereunder at an annual rate of compensation
          equal to the annual  salary and average bonus taken into account under
          Section  6.1(A)  hereof,  over (ii) the  actuarial  equivalent  of any
          aggregate  vested  retirement  pension  (taking into account any early
          retirement subsidies associated therewith and determined as a straight
          life annuity  commencing at the date (but in no event earlier than the
          Date of  Termination)  as of which the  actuarial  equivalent  of such
          annuity is greatest)  which the Executive had accrued  pursuant to the
          provisions  of the Pension  Plans as of the Date of  Termination.  For
          purposes  of this  Section  6.1(C),  "actuarial  equivalent"  shall be
          determined  using the same  assumptions  utilized  under the Company's
          tax-qualified  Pension Plan  immediately  prior to the issuance of the
          Notice of Termination in connection with such termination, or, if more
          favorable  to the  Executive,  (i)immediately  prior to the  Change in
          Control or (ii) immediately  prior to the first occurrence of an event
          or circumstance constituting Good Reason in the event of a termination
          for Good Reason.

               (D)  Notwithstanding  any  provision  of any annual or  long-term
          bonus or incentive plan to the contrary,  the Company shall pay to the
          Executive a lump sum amount,  in cash,  equal to the fair market value
          of the sum of (i) any  unpaid  incentive  compensation  which has been
          allocated or awarded to the Executive  for a completed  fiscal year or
          other  measuring  period  preceding the Date of Termination  under any
          such plan and (ii) a pro rata  portion to the Date of  Termination  of
          the aggregate value of all contingent incentive compensation awards to
          the  Executive for all then  uncompleted  periods under any such plan,
          calculated  as to each such  award by  multiplying  the award that the
          Executive would have earned on the last day of the  performance  award
          period,  assuming  the  achievement,  at  the  target  level,  of  the
          individual and corporate performance goals established with respect to
          such award,  by the  fraction  obtained by dividing the number of full
          months and any fractional  portion of a month during such  performance
          award period  through the Date of  Termination  by the total number of
          months contained in such performance award period; provided, that, for
          purposes of any annual  bonus or  incentive  plan,  the award shall be
          calculated  as  if  the  annual  performance  period  had  been  fully
          completed; and further,  provided, that, such incentive awards payable
          under this Section  6.1(D) shall be reduced by the amount,  if any, of
          incentive  awards paid to the  Executive  under any such plan or plans
          for the same performance award periods or any portion thereof.

               (E) The Company  shall provide the  Executive  with  outplacement
          services  suitable to the  Executive's  position for a period expiring
          three years after the Date of Termination,  or, if earlier,  until the
          first acceptance by the Executive of an offer of employment.

                  6.2 (A) Whether or not the Executive  becomes  entitled to the
Severance  Payments,  if any of  the  payments  or  benefits  received  or to be
received  by the  Executive  in  connection  with a  Change  in  Control  or the
Executive's  termination  of employment  (whether  pursuant to the terms of this
Agreement  or any other plan,  arrangement  or agreement  with the Company,  any
Person whose actions result in a Change in Control or any Person affiliated with
the Company or such Person) (such  payments or benefits,  excluding the Gross-Up
Payment,  being hereinafter referred to as the "Total Payments") will be subject
to the Excise Tax, the Company shall pay to the  Executive an additional  amount
(the  "Gross-Up  Payment")  such that the net amount  retained by the Executive,
after  deduction of any Excise Tax on the Total Payments and any federal,  state
and local income and employment taxes and Excise Tax upon the Gross-Up  Payment,
shall be equal to the Total Payments.

               (B) For purposes of determining whether any of the Total Payments
          will be subject to the Excise Tax and the amount of such  Excise  Tax,
          (i) all of the Total Payments shall be treated as "parachute payments"
          (within the meaning of section  280G(b)(2) of the Code) unless, in the
          opinion of tax counsel ("Tax  Counsel")  reasonably  acceptable to the
          Executive and selected by the accounting  firm which was,  immediately
          prior to the Change in Control or, if different,  immediately prior to
          a Potential Change in Control, the Company's  independent auditor (the
          "Auditor"),  such  payments or  benefits  (in whole or in part) do not
          constitute   parachute  payments,   including  by  reason  of  section
          280G(b)(4)(A) of the Code, (ii) all "excess parachute payments" within
          the  meaning  of  section  280G(b)(l)  of the Code shall be treated as
          subject to the Excise Tax unless, in the opinion of Tax Counsel,  such
          excess parachute  payments (in whole or in part) represent  reasonable
          compensation  for services  actually  rendered  (within the meaning of
          section  280G(b)(4)(B)  of the  Code) in  excess  of the  Base  Amount
          allocable  to  such  reasonable  compensation,  or are  otherwise  not
          subject to the Excise Tax, and (iii) the value of any noncash benefits
          or any deferred  payment or benefit shall be determined by the Auditor
          in accordance  with the  principles of sections  280G(d)(3) and (4) of
          the Code.  For  purposes  of  determining  the amount of the  Gross-Up
          Payment,  the Executive  shall be deemed to pay federal  income tax at
          the highest  marginal rate of federal income  taxation in the calendar
          year in which the  Gross-Up  Payment is to be made and state and local
          income taxes at the highest marginal rate of taxation in the state and
          locality of the  Executive's  residence on the Date of Termination (or
          if  there  is no Date of  Termination,  then  the  date on  which  the
          Gross-Up  Payment is calculated for purposes of this Section 6.2), net
          of the  maximum  reduction  in federal  income  taxes  which  could be
          obtained from deduction of such state and local taxes.

               (C) In the event that the Excise  Tax is finally  determined  (as
          hereinafter  defined)  to be less than the amount  taken into  account
          hereunder in calculating  the Gross-Up  Payment,  the Executive  shall
          repay to the Company, within five (5) business days following the time
          that  the  amount  of such  reduction  in the  Excise  Tax is  finally
          determined,  the portion of the Gross-Up Payment  attributable to such
          reduction (plus that portion of the Gross-Up  Payment  attributable to
          the  Excise Tax and  federal,  state and local  income and  employment
          taxes imposed on the Gross-Up  Payment being repaid by the  Executive,
          to the extent that such repayment results in a reduction in the Excise
          Tax  and a  dollar-for-dollar  reduction  in the  Executive's  taxable
          income and wages for  purposes of federal,  state and local income and
          employment  taxes),  plus interest on the amount of such  repayment at
          120% of the rate provided in section 1274(b)(2)(B) of the Code. In the
          event that the Excise Tax is finally  determined  to exceed the amount
          taken into account  hereunder  in  calculating  the  Gross-Up  Payment
          (including  by reason of any payment the  existence or amount of which
          cannot be determined at the time of the Gross-Up Payment), the Company
          shall make an  additional  Gross-Up  Payment in respect of such excess
          (plus any  interest,  penalties or additions  payable by the Executive
          with respect to such excess)  within five (5) business days  following
          the time that the  amount of such  excess is finally  determined.  The
          Executive and the Company  shall each  reasonably  cooperate  with the
          other in connection with any  administrative  or judicial  proceedings
          concerning  the  existence or amount of liability  for Excise Tax with
          respect  to the  Total  Payments.  For  purposes  of  this  Agreement,
          "finally determined" shall mean the earliest to occur of (i) a written
          agreement  between  the  parties  or (ii) a final  judgment,  order or
          decree by an arbitrator or by a court having proper jurisdiction which
          is not subject to appeal or for which the time to appeal has lapsed.

                  6.3 The payments  provided in subsections  (A), (C) and (D) of
Section  6.1 hereof and in Section  6.2 hereof  shall be made not later than the
fifth day  following the Date of  Termination;  provided,  however,  that if the
amounts of such payments cannot be finally determined on or before such day, the
Company  shall pay to the  Executive on such day an estimate,  as  determined in
good  faith by the  Executive  or, in the case of  payments  under  Section  6.2
hereof,  in accordance  with Section 6.2 hereof,  of the minimum  amount of such
payments to which the Executive is clearly  entitled and shall pay the remainder
of such payments (together with interest on the unpaid remainder (or on all such
payments to the extent the Company fails to make such payments when due) at 120%
of the rate provided in section 1274(b)(2)(B) of the Code) as soon as the amount
thereof can be determined  but in no event later than the  thirtieth  (30th) day
after the Date of  Termination.  In the event that the  amount of the  estimated
payments  exceeds  the amount  subsequently  determined  to have been due,  such
excess shall  constitute a loan by the Company to the Executive,  payable on the
fifth (5th) business day after demand by the Company  (together with interest at
120% of the rate  provided in section  1274(b)(2)(B)  of the Code).  At the time
that  payments  are made under this  Agreement,  the Company  shall  provide the
Executive  with a  written  statement  setting  forth the  manner in which  such
payments were calculated and the basis for such calculations including,  without
limitation,  any  opinions or other  advice the Company  has  received  from Tax
Counsel,  the Auditor or other advisors or consultants (and any such opinions or
advice which are in writing shall be attached to the statement).

                  6.4 The Company also shall pay to the Executive all legal fees
and  expenses  incurred by the  Executive  in  disputing in good faith any issue
under this Section 6 relating to the termination of the Executive's  employment,
in seeking in good faith to obtain or enforce any  benefit or right  provided by
this Section 6 or in  connection  with any tax audit or proceeding to the extent
attributable  to the  application  of section 4999 of the Code to any payment or
benefit provided hereunder. Such payments shall be made within five (5) business
days after delivery of the Executive's  written requests for payment accompanied
with such evidence of fees and expenses  incurred as the Company  reasonably may
require.

                  7.  Termination Procedures and Compensation During Dispute.

                  7.1  Notice of  Termination.  During the Term,  any  purported
termination of the Executive's  employment (other than by reason of death) shall
be  communicated  by written Notice of Termination  from one party hereto to the
other party hereto in  accordance  with Section 10 hereof.  For purposes of this
Agreement,  a "Notice of  Termination"  shall mean a notice which shall indicate
the specific  termination  provision in this Agreement relied upon and shall set
forth in  reasonable  detail  the facts and  circumstances  claimed to provide a
basis for  termination  of the  Executive's  employment  under the  provision so
indicated.  Further,  a Notice of Termination for Cause is required to include a
copy of a  resolution  duly  adopted  by the  affirmative  vote of not less than
three-quarters  (3/4) of the entire  membership of the Board at a meeting of the
Board which was called and held for the purpose of considering  such termination
(after  reasonable notice to the Executive and an opportunity for the Executive,
together with the  Executive's  counsel,  to be heard before the Board)  finding
that,  in the good  faith  opinion  of the Board,  the  Executive  was guilty of
conduct set forth in clause (i) or (ii) of the  definition of Cause herein,  and
specifying the particulars thereof in detail.

                  7.2 Date of Termination.  "Date of Termination,"  with respect
to any purported  termination  of the  Executive's  employment  during the Term,
shall mean (i) if the  Executive's  employment  is  terminated  for  Disability,
thirty  (30)  days  after  Notice of  Termination  is given  (provided  that the
Executive  shall  not  have  returned  to  the  full-time   performance  of  the
Executive's  duties  during  such  thirty  (30)  day  period),  and  (ii) if the
Executive's employment is terminated for any other reason, the date specified in
the Notice of Termination  (which,  in the case of a termination by the Company,
shall not be less than thirty (30) days (except in the case of a termination for
Cause) nor more than sixty (60) days and,  in the case of a  termination  by the
Executive,  shall not be less than  fifteen  (15) days nor more than  sixty (60)
days, respectively, from the date such Notice of Termination is given).

                  7.3 Dispute  Concerning  Termination.  If within  fifteen (15)
days after any Notice of Termination is given,  or, if later,  prior to the Date
of  Termination  (as  determined  without regard to this Section 7.3), the party
receiving  such Notice of  Termination  notifies  the other party that a dispute
exists  concerning  the  payment  of  amounts  set  forth in  Section  6 of this
Agreement,  the Date of  Termination  shall be extended until the earlier of (i)
the date on which the Term ends or (ii) the date on which the dispute is finally
resolved,  either by  mutual  written  agreement  of the  parties  or by a final
judgment, order or decree of an arbitrator;  provided, however, that the Date of
Termination shall be extended by a notice of dispute given by the Executive only
if such notice is given in good faith and the Executive  pursues the  resolution
of such dispute with reasonable diligence.

                  7.4 Compensation  During Dispute.  If a purported  termination
occurs  during the Term and the Date of  Termination  is extended in  accordance
with Section 7.3 hereof,  the Company  shall  continue to pay the  Executive the
full compensation in effect when the notice giving rise to the dispute was given
(including,  but not  limited  to,  salary)  and  continue  the  Executive  as a
participant  in all  compensation,  benefit  and  insurance  plans in which  the
Executive  was  participating  when the notice  giving  rise to the  dispute was
given,  until the Date of Termination,  as determined in accordance with Section
7.3  hereof.  Amounts  paid under this  Section 7.4 are in addition to all other
amounts due under this Agreement (other than those due under Section 5.2 hereof)
and shall not be offset  against  or reduce  any other  amounts  due under  this
Agreement.

                  8. No Mitigation.  The Company agrees that, if the Executive's
employment  with the Company  terminates  during the Term,  the Executive is not
required to seek other employment or to attempt in any way to reduce any amounts
payable to the  Executive  by the Company  pursuant  to  Sections  5.4, 6 or 7.4
hereof.  Further,  if the Date of  Termination  occurs  following  a  Change  in
Control,  the amount of any payment or benefit  provided  for in this  Agreement
(other than  Section  6.1(B)  hereof)  shall not be reduced by any  compensation
earned by the  Executive as the result of  employment  by another  employer,  by
retirement  benefits,  by offset  against  any amount  claimed to be owed by the
Executive to the Company, or otherwise.

                  9.  Successors; Binding Agreement.

                  9.1 In  addition  to any  obligations  imposed by law upon any
successor to the Company, the Company will require any successor (whether direct
or  indirect,  by  purchase,  merger,  consolidation  or  otherwise)  to  all or
substantially  all of the  business  and/or  assets of the Company to  expressly
assume and agree to perform  this  Agreement  in the same manner and to the same
extent  that the Company  would be required to perform it if no such  succession
had taken place.  Failure of the Company to obtain such assumption and agreement
prior to the  effectiveness of any such succession which is in connection with a
Change in Control  shall be a breach of this  Agreement  and shall  entitle  the
Executive  to  compensation  from the Company in the same amount and on the same
terms as the Executive  would be entitled to hereunder if the Executive  were to
terminate the Executive's  employment for Good Reason after a Change in Control,
except that, for purposes of implementing  the foregoing,  the date on which any
such succession becomes effective shall be deemed the Date of Termination.

                  9.2  This  Agreement  shall  inure  to the  benefit  of and be
enforceable by the  Executive's  personal or legal  representatives,  executors,
administrators,  successors, heirs, distributees,  devisees and legatees. If the
Executive  shall die while any amount  would  still be payable to the  Executive
hereunder (other than amounts which, by their terms, terminate upon the death of
the Executive) if the Executive had continued to live, all such amounts,  unless
otherwise  provided  herein,  shall be paid in accordance with the terms of this
Agreement to the executors,  personal  representatives  or administrators of the
Executive's estate.

                  10. Notices.  For the purpose of this  Agreement,  notices and
all other  communications  provided for in the Agreement shall be in writing and
shall be  deemed  to have been duly  given  when  delivered  or mailed by United
States registered mail, return receipt requested, postage prepaid, addressed, if
to the Executive, to the address inserted below the Executive's signature on the
final page hereof and, if to the Company,  to the address set forth below, or to
such other address as either party may have furnished to the other in writing in
accordance herewith,  except that notice of change of address shall be effective
only upon actual receipt:

                           To the Company:

                           HSB Group, Inc.
                           One State Street
                           P.O. Box 5024
                           Hartford, CT  06102-5024
                           Attention:  Corporate Secretary

                  11.  Miscellaneous.  No  provision  of this  Agreement  may be
modified, waived or discharged unless such waiver,  modification or discharge is
agreed to in writing  and  signed by the  Executive  and such  officer as may be
specifically  designated  by the Board.  No waiver by either party hereto at any
time of any breach by the other  party  hereto of, or of any lack of  compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent  time.  This Agreement  supersedes any
other agreements or representations, oral or otherwise, express or implied, with
respect to the subject  matter hereof which have been made by either party.  The
validity,  interpretation,  construction and performance of this Agreement shall
be governed by the laws of the State of Connecticut.  All references to sections
of the Exchange  Act or the Code shall be deemed also to refer to any  successor
provisions to such sections.  Any payments  provided for hereunder shall be paid
net of any applicable withholding required under federal, state or local law and
any additional withholding to which the Executive has agreed. The obligations of
the Company and the  Executive  under this  Agreement  which by their nature may
require  either  partial or total  performance  after the expiration of the Term
(including,  without  limitation,  those under  Sections  5.4, 5.5, 5.6, 6 and 7
hereof) shall survive such expiration.

                  12.  Validity.  The  invalidity  or  unenforceability  of  any
provision of this Agreement shall not affect the validity or  enforceability  of
any other  provision  of this  Agreement,  which shall  remain in full force and
effect.

                  13.  Counterparts.  This  Agreement may be executed in several
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one and the same instrument.

                  14.  Settlement of Disputes; Arbitration.

                  14.1 All claims by the Executive for  compensation or benefits
under this Agreement  (other than claims for compensation or benefits payable in
connection  with a Change in Control) shall be directed to and determined by the
Board  and  shall be in  writing.  Any  denial  by the Board of such a claim for
compensation  or benefits  shall be  delivered  to the  Executive in writing and
shall set forth the specific reasons for the denial and the specific  provisions
of this Agreement  relied upon. The Board shall afford a reasonable  opportunity
to the  Executive  for a review of the  decision  denying such a claim and shall
further  allow the  Executive  to appeal  to the Board a  decision  of the Board
within  sixty (60) days  after  notification  by the Board that the  Executive's
claim has been denied.

                  14.2 Any dispute or  controversy  arising under this Agreement
in connection with any termination-related  compensation or benefit and any such
dispute or controversy in connection  with a claim for  compensation or benefits
to which  Section 14.1 applies  (after  application  of the  provisions  of said
Section  14.1)  shall  be  settled   exclusively  by  arbitration  in  Hartford,
Connecticut in accordance with the rules of the American Arbitration Association
then in effect.  Judgment may be entered on the arbitrator's  award in any court
having  jurisdiction.  Notwithstanding  any  provision of this  Agreement to the
contrary,  the Executive  shall be entitled to seek specific  performance in any
court having proper  jurisdiction of the Executive's  right to be paid until the
Date of Termination  during the pendency of any dispute or  controversy  arising
under or in connection with this Agreement.

                  15. Definitions. For purposes of this Agreement, the following
terms shall have the meanings indicated below:

     (A) "Affiliate"  shall have the meaning set forth in Rule 12b-2 promulgated
under Section 12 of the Exchange Act.

     (B) "Auditor" shall have the meaning set forth in Section 6.2 hereof.

     (C) "Base Amount" shall have the meaning set forth in section 280G(b)(3) of
the Code.

     (D) "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under
the Exchange Act.

     (E) "Board" shall mean the Board of Directors of the Company.

     (F) "Cause" for  termination by the Company of the  Executive's  employment
shall  mean  (i)  the  willful  and  continued   failure  by  the  Executive  to
substantially  perform the  Executive's  duties with the Company (other than any
such failure resulting from the Executive's incapacity due to physical or mental
illness or any such actual or anticipated failure after the issuance of a Notice
of Termination for Good Reason by the Executive  pursuant to Section 7.1 hereof)
after a written demand for substantial performance is delivered to the Executive
by the Board,  which demand  specifically  (a)identifies the manner in which the
Board  believes  that  the  Executive  has  not   substantially   performed  the
Executive's  duties and (b) states a period of time within  which the  Executive
must  correct  such  failure   (which  is  reasonable   based  on  the  specific
circumstances  of such failure),  and the period of time specified in the demand
has expired;  or (ii) the willful  engaging by the Executive in conduct which is
demonstrably  and  materially  injurious  to the  Company  or its  subsidiaries,
monetarily  or  otherwise.  For  purposes  of  clauses  (i)  and  (ii)  of  this
definition,  no act, or failure to act, on the Executive's  part shall be deemed
"willful" unless done, or omitted to be done, by the Executive not in good faith
and without  reasonable  belief that the Executive's act, or failure to act, was
in the best interest of the Company.

     (G) A "Change in Control" shall be deemed to have occurred if the event set
forth in any one of the following paragraphs shall have occurred:

                                    (I) any Person is or becomes the  Beneficial
                  Owner,  directly or  indirectly,  of securities of the Company
                  (not  including in the securities  beneficially  owned by such
                  Person any  securities  acquired  directly from the Company or
                  its  affiliates)  representing  25% or  more  of the  combined
                  voting power of the  Company's  then  outstanding  securities,
                  excluding  any Person who becomes such a  Beneficial  Owner in
                  connection  with a  transaction  described  in  clause  (i) of
                  paragraph (III) below; or

                                    (II) the following individuals cease for any
                  reason to  constitute  a majority  of the number of  directors
                  then serving:  individuals who, on the date hereof, constitute
                  the Board and any new  director  (other than a director  whose
                  initial  assumption of office is in connection  with an actual
                  or threatened election contest, including but not limited to a
                  consent solicitation, relating to the election of directors of
                  the  Company)  whose  appointment  or election by the Board or
                  nomination  for  election by the  Company's  shareholders  was
                  approved or recommended by a vote of at least two-thirds (2/3)
                  of  the  directors  then  still  in  office  who  either  were
                  directors on the date hereof or whose appointment, election or
                  nomination   for  election  was   previously  so  approved  or
                  recommended; or

                                    (III)  there  is  consummated  a  merger  or
                  consolidation  of  the  Company  or  any  direct  or  indirect
                  subsidiary  of the Company with any other  corporation,  other
                  than (i) a merger or  consolidation  which would result in the
                  voting securities of the Company outstanding immediately prior
                  to  such  merger  or  consolidation  continuing  to  represent
                  (either by remaining  outstanding  or by being  converted into
                  voting  securities  of the  surviving  entity  or  any  parent
                  thereof),  in combination with the ownership of any trustee or
                  other fiduciary  holding  securities under an employee benefit
                  plan of the Company or any subsidiary of the Company, at least
                  60% of the  combined  voting  power of the  securities  of the
                  Company  or  such  surviving  entity  or  any  parent  thereof
                  outstanding immediately after such merger or consolidation, or
                  (ii)  a  merger  or  consolidation  effected  to  implement  a
                  recapitalization  of the Company (or similar  transaction)  in
                  which no Person is or becomes the Beneficial  Owner,  directly
                  or indirectly,  of securities of the Company (not including in
                  the   securities   Beneficially   Owned  by  such  Person  any
                  securities   acquired   directly   from  the  Company  or  its
                  Affiliates)  representing  25% or more of the combined  voting
                  power of the Company's then outstanding securities; or

                                    (IV) the shareholders of the Company approve
                  a plan of complete  liquidation  or dissolution of the Company
                  or  there  is   consummated  an  agreement  for  the  sale  or
                  disposition by the Company of all or substantially  all of the
                  Company's  assets,  other  than a sale or  disposition  by the
                  Company of all or substantially all of the Company's assets to
                  an entity,  at least 60% of the  combined  voting power of the
                  voting  securities of which are owned by  shareholders  of the
                  Company  in  substantially   the  same  proportions  as  their
                  ownership of the Company immediately prior to such sale.

Notwithstanding the foregoing, a "Change in Control" shall not be deemed to have
occurred  by  virtue  of  the  consummation  of any  transaction  or  series  of
integrated  transactions  immediately  following which the record holders of the
common stock of the Company  immediately  prior to such transaction or series of
transactions continue to have substantially the same proportionate  ownership in
an entity  which  owns all or  substantially  all of the  assets of the  Company
immediately following such transaction or series of transactions.

     (H) "Code"  shall mean the Internal  Revenue Code of 1986,  as amended from
time to time.

     (I) "Company" shall mean HSB Group,  Inc. and, except in determining  under
Section  15(G)  hereof  whether or not any Change in Control of the  Company has
occurred,  shall  include any  successor  to its  business  and/or  assets which
assumes and agrees to perform this Agreement by operation of law, or otherwise.

     (J) "Date of  Termination"  shall have the meaning set forth in Section 7.2
hereof.

     (K)  "Disability"  shall be deemed the reason  for the  termination  by the
Company  of the  Executive's  employment,  if,  as a result  of the  Executive's
incapacity  due to physical or mental  illness,  the  Executive  shall have been
absent from the full-time performance of the Executive's duties with the Company
for a period of six (6)  consecutive  months,  the Company  shall have given the
Executive a Notice of Termination for  Disability,  and, within thirty (30) days
after such Notice of Termination is given, the Executive shall not have returned
to the full-time performance of the Executive's duties.

     (L)  "Exchange  Act" shall mean the  Securities  Exchange  Act of 1934,  as
amended from time to time.

     (M) "Excise  Tax" shall mean any excise tax imposed  under  section 4999 of
the Code.

     (N) "Executive"  shall mean the individual  named in the first paragraph of
this Agreement.

     (O) "Good  Reason" for  termination  by the  Executive  of the  Executive's
employment  shall mean the occurrence  (without the Executive's  express written
consent) after any Change in Control,  or prior to a Change in Control under the
circumstances described in clauses (i), (ii) and (iii) of the second sentence of
Section 6.1 hereof  (treating all  references  in  paragraphs  (I) through (VII)
below  to a  "Change  in  Control"  as  references  to a  "Potential  Change  in
Control"),  of any one of the following acts by the Company,  or failures by the
Company to act,  unless,  in the case of any act or failure to act  described in
paragraph (I), (V), (VI) or (VII) below, such act or failure to act is corrected
prior to the Date of Termination specified in the Notice of Termination given in
respect thereof:

                                    (I) the  assignment  to the Executive of any
                  duties  inconsistent  with the Executive's  status as a senior
                  executive  officer  of the  Company or a  substantial  adverse
                  alteration  in  the  nature  or  status  of  the   Executive's
                  responsibilities from those in effect immediately prior to the
                  Change in Control;

                                    (II)  a  reduction  by  the  Company  in the
                  Executive's annual base salary as in effect on the date hereof
                  or as the same may be increased from time to time,  except for
                  across-the-board  salary  reductions  similarly  affecting all
                  senior  executives of the Company and all senior executives of
                  any Person in control of the Company;

                                    (III) the Company's  requiring the Executive
                  to be based more than 50 miles from the Executive's  principal
                  place  of  employment  immediately  prior  to  the  Change  in
                  Control,  except for required travel on the Company's business
                  to an extent  substantially  consistent  with the  Executive's
                  present business travel obligations;

                                    (IV) the  failure  by the  Company to pay to
                  the   Executive  any  portion  of  the   Executive's   current
                  compensation    except   pursuant   to   an   across-the-board
                  compensation   deferral   similarly   affecting   all   senior
                  executives  of the  Company and all senior  executives  of any
                  Person in control of the Company,  or to pay to the  Executive
                  any portion of an installment of deferred  compensation  under
                  any deferred compensation program of the Company, within seven
                  (7) days of the date such compensation is due;

                                    (V) the  failure by the  Company to continue
                  in  effect  any  compensation  plan  in  which  the  Executive
                  participates  immediately prior to the Change in Control which
                  is material to the Executive's total  compensation,  unless an
                  equitable  arrangement  (embodied in an ongoing  substitute or
                  alternative  plan) has been made with respect to such plan, or
                  the  failure  by  the  Company  to  continue  the  Executive's
                  participation  therein (or in such  substitute or  alternative
                  plan) on a basis not materially less favorable,  both in terms
                  of the amount or timing of payment of  benefits  provided  and
                  the level of the Executive's  participation  relative to other
                  participants,  as existed  immediately  prior to the Change in
                  Control;

                                    (VI) the  failure by the Company to continue
                  to provide the Executive with benefits  substantially  similar
                  to those enjoyed by the  Executive  under any of the Company's
                  pension,   savings,  life  insurance,   medical,   health  and
                  accident,  or  disability  plans in which  the  Executive  was
                  participating  immediately  prior  to the  Change  in  Control
                  (except for across the board changes  similarly  affecting all
                  senior  executives of the Company and all senior executives of
                  any Person in control of the Company), the taking of any other
                  action by the  Company  which  would  directly  or  indirectly
                  materially   reduce  any  of  such  benefits  or  deprive  the
                  Executive  of  any  material  fringe  benefit  enjoyed  by the
                  Executive at the time of the Change in Control, or the failure
                  by the  Company to provide  the  Executive  with the number of
                  paid  vacation  days to which the Executive is entitled on the
                  basis of years of service with the Company in accordance  with
                  the Company's  normal vacation policy in effect at the time of
                  the Change in Control; or

                                    (VII)  any  purported   termination  of  the
                  Executive's  employment  which is not  effected  pursuant to a
                  Notice of Termination  satisfying the  requirements of Section
                  7.1 hereof; for purposes of this Agreement,  no such purported
                  termination shall be effective.

                  The Executive's right to terminate the Executive's  employment
for Good  Reason  shall not be  affected by the  Executive's  incapacity  due to
physical or mental  illness.  The  Executive's  continued  employment  shall not
constitute consent to, or a waiver of rights with respect to, any act or failure
to act constituting Good Reason hereunder.

     (P)  "Gross-Up  Payment"  shall have the  meaning  set forth in Section 6.2
hereof.

     (Q) "Notice of Termination" shall have the meaning set forth in Section 7.1
hereof.

     (R) "Pension Plan" shall mean any  tax-qualified  defined  benefit  pension
plan, or supplemental or excess benefit plan relating thereto  maintained by the
Company and any other plan or agreement  entered into between the  Executive and
the Company which is designed to provide the Executive with defined benefit type
retirement   benefits,   other  than  the   Pre-Retirement   Death  Benefit  and
Supplemental Pension Agreement between Executive and the Company.

     (S)  "Person"  shall  have the  meaning  given in  Section  3(a)(9)  of the
Exchange Act, as modified and used in Sections 13(d) and 14(d)  thereof,  except
that such term shall not  include  (i) the  Company or any of its  subsidiaries,
(ii) a trustee or other fiduciary  holding  securities under an employee benefit
plan of the Company or any of its Affiliates,  (iii) an underwriter  temporarily
holding  securities  pursuant  to an  offering  of  such  securities,  or (iv) a
corporation owned, directly or indirectly, by the shareholders of the Company in
substantially the same proportions as their ownership of stock of the Company.

     (T)  "Potential  Change in Control" shall be deemed to have occurred if the
event set forth in any one of the following paragraphs shall have occurred:

                                    (I) the Company  enters  into an  agreement,
                  the  consummation of which would result in the occurrence of a
                  Change in Control;

                                    (II)  the  Company  or any  Person  publicly
                  announces an intention to take or to consider  taking  actions
                  which, if consummated, would constitute a Change in Control;

                                    (III)  any  Person  becomes  the  Beneficial
                  Owner,  directly or  indirectly,  of securities of the Company
                  representing 10% or more of either the then outstanding shares
                  of common stock of the Company or the combined voting power of
                  the Company's then  outstanding  securities  (not including in
                  the   securities   beneficially   owned  by  such  Person  any
                  securities   acquired   directly   from  the  Company  or  its
                  affiliates); or

                                    (IV) the Board  adopts a  resolution  to the
                  effect  that,  for  purposes  of this  Agreement,  a Potential
                  Change in Control has occurred.

     (U)  "Retirement"  shall be deemed the reason  for the  termination  by the
Executive of the  Executive's  employment  if such  employment  is terminated in
accordance with the Company's  retirement  policy,  including early  retirement,
generally applicable to its salaried employees.

     (V)"Retirement  Plan" shall mean The HSB Group, Inc.  Employees  Retirement
Plan and,  to the extent  applicable,  The HSB  Group,  Inc.  Excess  Retirement
Benefit Plan, each as amended, and any successor plans thereto.

     (W)  "Severance  Payments"  shall have the meaning set forth in Section 6.1
hereof.

     (X) "Tax Counsel" shall have the meaning set forth in Section 6.2 hereof.

     (Y)  "Term"  shall mean the  period of time  described  in Section 2 hereof
(including any extension, continuation or termination described therein).

     (Z) "Total  Payments" shall mean those payments so described in Section 6.2
hereof.


                                                HSB GROUP, INC.


                                             By: /s/ R. Kevin Price
                                             Name:   R. Kevin Price
                                             Title:  Corporate
                                                     Secretary



                                                EXECUTIVE



                                              /s/ Richard H. Booth