Exhibit 10(iii)(j)



                        PRE-RETIREMENT DEATH BENEFIT AND
                         SUPPLEMENTAL PENSION AGREEMENT


     THIS  AGREEMENT,  made and  entered  into this 29th day of  November,  1999
between  HSB  Group,  Inc.  (hereinafter  referred  to  as  the  "Company"),   a
corporation  organized and existing  under the laws of the State of  Connecticut
and Richard H. Booth (hereinafter referred to as the "Executive").

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

     WHEREAS, the Executive is willing to join the Company as a key executive if
the  Company  will  agree  to pay  him  or his  designees  certain  benefits  in
accordance with the provisions and conditions hereinafter set forth;

     NOW,  THEREFORE,  for value  received  and in  consideration  of the mutual
covenants contained herein, the parties covenant and agree as follows:

                             ARTICLE I - DEFINITIONS

For purposes of this Agreement,  the following terms have the meanings set forth
below:

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

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

1.3  "Beneficiary" shall mean the person or persons designated under Section 7.1
     hereof  to  receive   benefits   payable  under  this  Agreement  upon  the
     Executive's death.

1.4  "Board" shall mean the Board of Directors of the Company.

1.5  "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  6.1 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.

1.6  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:

          (a) 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 (c) below; or

          (b) 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

          (c) 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

          (d)  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.

1.7  "Company" shall mean HSB Group, Inc. and, except in determining  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.

1.8  "Disability"  shall be deemed the reason for the  Termination of Employment
     of  the  Executive  by the  Company  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.

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

1.10 "Executive"  shall mean the individual named in the first paragraph of this
     Agreement.

1.11 "Executive's  Base Annual  Salary" shall mean annual  salary,  exclusive of
     bonuses,  in  effect  at the  date  of  Termination  of  Employment  of the
     Executive or, if higher,  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.

1.12 "Good Reason" for Termination of Employment by the Executive 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 first  sentence of Section
     4.2 hereof  (treating all references in paragraphs (a) through (g) 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  (a),  (e),  (f) or (g)  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:

          (a) 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;

          (b) 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;

          (c) 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;

          (d) 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;

          (e) 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;

          (f) 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

          (g) any purported  termination of the Executive's  employment which is
     not  effected   pursuant  to  a  Notice  of   Termination   satisfying  the
     requirements of Section 6.1 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.

1.13 "Notice of  Termination"  shall have the  meaning  set forth in Section 6.1
     hereof.

1.14 "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.

1.15     "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:

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

          (b) 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;

          (c) 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

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

1.16 "Termination  of  Employment"   means  the  cessation  of  the  Executive's
     full-time employment.



                    ARTICLE II - PRE-RETIREMENT DEATH BENEFIT

2.1  If the  Termination  of  Employment  of the  Executive is on account of the
     Executive's  death,  a death  benefit  equal to fifty  percent (50%) of the
     Executive's  Base  Annual  Salary  at the  time of his  death  will be paid
     subject to the  limitations  under  Article VII. This death benefit will be
     paid by the  Company  to the  Beneficiary  of the  Executive  each year for
     fifteen  years (15) years.  The amount to be paid each year will be paid in
     equal  monthly  installments  beginning  on the  first  day  of  the  month
     following  the date of the  Executive's  death and on the first day of each
     month  thereafter.  If  Termination  of  Employment  of the Executive is on
     account of any event  other  than  death,  no  benefit  will be paid by the
     Company under this Article II.


                   ARTICLE III - SUPPLEMENTAL PENSION BENEFIT

3.1  Eligibility for  Supplemental  Pension Benefit on Termination of Employment
     on or after Age 65

     If Termination of Employment  occurs on or after the Executive has attained
     age 65, the  Executive  will be entitled to receive an annual  supplemental
     pension  benefit  under this  Agreement in an amount  equal to  thirty-five
     percent (35%) of the  Executive's  Base Annual  Salary.  This  supplemental
     pension  benefit will be paid by the Company to the Executive each year for
     fifteen  (15) years.  The amount to be paid each year will be paid in equal
     monthly installments, beginning on the first day of the month following the
     date of Termination of Employment of the Executive, and on the first day of
     each month thereafter.

3.2  Eligibility for  Supplemental  Pension Benefit on Termination of Employment
     after Age 55 but prior to age 65

     If Termination of Employment occurs after the Executive has attained age 55
     but prior to attaining  age 65, the  Executive  will be entitled to receive
     the annual supplemental  pension benefit calculated under Section 3.1 under
     this  Agreement  multiplied  by the  applicable  percentage  set  forth  in
     Appendix A. This  supplemental  pension benefit will be paid by the Company
     to the  Executive  each year for fifteen (15) years.  The amount to be paid
     each year will be paid in equal monthly installments beginning on the first
     day of the month following the date of the Termination of Employment of the
     Executive and on the first day of each month thereafter.

3.3  Eligibility for  Supplemental  Pension Benefit on Termination of Employment
     by the Company Prior to Age 55

          (a) If  Termination  of  Employment  of the  Executive  by the Company
     occurs  prior to the  Executive  attaining  age 55, the  Executive  will be
     entitled  to receive the annual  supplemental  pension  benefit  calculated
     under Section 3.1 under this Agreement multiplied by seventy percent (70%).
     This  supplemental  pension  benefit  will be paid  by the  Company  to the
     Executive each year for fifteen (15) years. The amount to be paid each year
     will be paid in equal  monthly  installments  beginning on the first day of
     the month following the month within which the Executive attains age 55 and
     on the first day of each month thereafter.  In the event the Executive dies
     prior to the commencement  date of the benefit,  such benefits will be paid
     to the  Executive's  Beneficiary  in  accordance  with  Section 7.1 hereof,
     beginning  on the first day of the month  following  the month within which
     the Executive would have attained age 55.

          (b) If  Termination  of  Employment  is by  reason  of  the  voluntary
     resignation of the Executive  prior to attainment of age 55 (other than for
     death,  Disability  or Good  Reason  following  a Change in  Control of the
     Executive  pursuant to the provisions of Article IV) hereof,  the Executive
     shall not be entitled to any benefit under this Agreement.

3.4  Eligibility for Supplemental Pension Benefit on Disability

          (a) If Termination of Employment of the Executive occurs on account of
     Disability the Executive will be entitled to receive a supplemental pension
     benefit  under this  Agreement  in an amount equal to  thirty-five  percent
     (35%) of the Executive's Base Annual Salary reduced by any benefit to which
     the  Executive  may  be  entitled  under  Social  Security,  the  Company's
     Long-Term Disability Plan, Worker's Compensation awards, or any combination
     thereof,  on account of Disability.  This supplemental  pension benefit, if
     any,  will be paid by the  Company to the  Executive  each year for fifteen
     (15) years.  The amount to be paid each year will be paid in equal  monthly
     installments, beginning on the first day of the month following the date of
     Termination  of the  Executive's  Employment,  and on the first day of each
     month thereafter.

          (b) If, at any time during a period in which the Executive is entitled
     to receive  payments on account of Disability,  the condition of Disability
     no longer exists, the Company's  obligation to make any further payments on
     account  of such  Disability  will  terminate  on the  date on  which  such
     Disability no longer exists.


 ARTICLE IV - TERMINATION OF EXECUTIVE'S EMPLOYMENT FOLLOWING CHANGE IN CONTROL

4.1  In lieu of the benefit,  if any, to which the  Executive  would be entitled
     under  the  provisions  of  Article  III  hereof,  if  (i)  Termination  of
     Employment of the Executive occurs within three years following a Change in
     Control, 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  determined  in  accordance  with  Section 3.1 hereof as though the
     Executive had attained age 65 prior to such termination.  This supplemental
     pension  benefit will be paid by the Company to the Executive each year for
     fifteen  (15) years.  The amount to be paid each year will be paid in equal
     monthly installments  beginning on the first day of the month following the
     date of the termination of the Executive and on the first day of each month
     thereafter.

4.2  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.


                      ARTICLE V -TERMINATION OF EMPLOYMENT
                           OF THE EXECUTIVE FOR CAUSE

5.1  If Termination of Employment of the Executive is for Cause, notwithstanding
     any other provision of this  Agreement,  the Executive will not be entitled
     to receive any benefits hereunder.


                       ARTICLE VI - NOTICE OF TERMINATION

6.1  Any purported termination of the Executive's  employment (i) by the Company
     or (ii) following a Change in Control,  by the Executive for Good Reason or
     in  accordance  with clause (ii) of Section  4.1 shall be  communicated  by
     written  Notice of  Termination  from one party  hereto to the other  party
     hereto in  accordance  with  Section  9.12  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.

6.2  The  effective   date  of   Termination  of  Employment  of  Executive  for
     termination of employment  requiring  notice pursuant to Section 6.1 hereof
     shall be (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).


                    ARTICLE VII- BENEFICIARY OF DEATH BENEFIT
                             OR SUPPLEMENTAL PENSION

7.1  In the event that the  termination of the  Executive's  employment with the
     Company is on account of the Executive's death or that the Executive should
     die prior to receipt of any  amounts(s)  due or  remaining to be paid under
     Articles  III or IV of this  Agreement,  the death  benefit  payable  under
     Article II or any amounts remaining payable under Articles III or IV, shall
     be paid at the times and in the manner specified under the terms of Article
     II  or  Articles  III  or  IV,  as  applicable,   to  such  Beneficiary  or
     Beneficiaries  as the  Executive  may have  designated  by filing  with the
     Company a notice in writing in a form  acceptable  to the  Company.  In the
     absence of any such  designation,  such unpaid amounts shall be paid to the
     Executive's  surviving  spouse,  or if the  Executive  should die without a
     spouse surviving, to the Executive's estate.


                         ARTICLE VIII - CLAIMS PROCEDURE

8.1  Filing Claims

     Any insured,  Beneficiary  or other  individual  (hereinafter,  "Claimant")
     entitled to benefits  under the  Agreement  shall file a claim request with
     the Administrator.

8.2  Notification of Claimant

     If a claim request is wholly or partially denied,  the  Administrator  will
     furnish to the Claimant a notice of the decision  within 90 days in writing
     and in a manner  calculated to be understood by the Claimant,  which notice
     will contain the following information:


          (a) The specific reason or reasons for the denial;

          (b) Specific  reference to pertinent  provisions of the Agreement upon
     which the denial is based;

          (c) A description of any additional material or information  necessary
     for the  Claimant  to  perfect  the  Claim and an  explanation  of why such
     material or information is necessary; and

          (d) An explanation of the claims review  procedure under the Agreement
     describing  the steps to be taken by a  Claimant  who  wishes to submit his
     claim for review.

8.3  Review Procedure

         Claimant  or his  authorized  representative  may with  respect  to any
denied claims:

          (a) Request a review upon written  application filed within sixty (60)
     days after  receipt by the Claimant of written  notice of the denial of his
     claim;

          (b) Review pertinent documents; and

          (c) Submit issues and comments in writing.

         Any  request or  submission  must be in  writing  and  directed  to the
         Fiduciary,  as  defined  under  Section  9.9,  (or its  designee).  The
         Fiduciary (or its designee) will have the sole  responsibility  for the
         review of any denied claim and will take all steps  appropriate  in the
         light of its findings.

8.4  Decision on Review

          (a) The Fiduciary (or its designee)  will render a decision  following
     its review. If special circumstances (such as the need to hold a hearing on
     any matter  pertaining to the denied claim)  warrant  additional  time, the
     decision will be rendered as soon as possible,  but not later than 120 days
     after  receipt  of the  request  for  review.  Written  notice  of any such
     extension  will be furnished to the Claimant prior to the  commencement  of
     the extension.

          (b) The  decision  on  review  will be in  writing  and  will  include
     specific  reasons for the  decision,  written in a manner  calculated to be
     understood by the Claimant, as well as specific references to the pertinent
     provisions of the Agreement on which the decision is based.

          (c) If the  decision on the review is not  furnished  to the  Claimant
     within the time limits prescribed above, the claim will be deemed denied on
     review.


                      ARTICLE IX - MISCELLANEOUS PROVISIONS

9.1  Misrepresentation.

          (a) The Company may deem it  appropriate  to insure its  obligation to
     provide all or any part of the benefits described in this Agreement. If the
     Company  does deem it  appropriate  to  insure  all or any part of any such
     benefits, the Company will so notify the Executive. The Executive agrees to
     take  whatever  actions  may be  necessary  to enable the Company to timely
     apply  for,  acquire  and  maintain  such  insurance  and  to  fulfill  the
     requirements of the insurance company relative to the issuance thereof.

          (b) If the Executive is required by the Company to submit  information
     to one or more insurers in order to secure  insurance as described  herein,
     and  if  the  Executive  has  made  a  material  misrepresentation  in  any
     application  for such insurance,  the Executive's  right to a benefit under
     this  Agreement  will be reduced by the amount of the  benefit  that is not
     paid by the insurer(s) because of such material misrepresentation.

9.2  Satisfaction of Claims

     The  Executive  agrees  that his  rights  and  interests,  and  rights  and
     interests of any persons  taking under or through him,  will be  completely
     satisfied  upon  compliance  by the  Company  with the  provisions  of this
     Agreement.

9.3  Amendment; Waiver; Superseding Agreement.

          (a) 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.

          (b) The  Agreement  may be altered,  amended,  or  modified  only by a
     written instrument signed by the Company and the Executive.  This Agreement
     sets forth the entire  understanding  of the  parties  with  respect to the
     subject matter thereof.

9.4  Governing Law

     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 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.

9.5  Non-Assignable Rights

     Neither the Executive nor his spouse, nor other Beneficiary,  will have any
     right to commute,  sell, assign,  transfer or otherwise convey the right to
     receive any payments  hereunder without the written consent of the Company.
     Such  payments  and  the  right  thereto  are  expressly   declared  to  be
     non-assignable and nontransferable.

9.6  Independence of Agreement

     The benefits under this  Agreement will be independent  of, and in addition
     to,  any other  agreement  that may exist  from  time to time  between  the
     parties  hereto,  or any other  compensation  payable by the Company to the
     Executive,  whether as salary, bonus or otherwise.  This Agreement will not
     be deemed to  constitute  a contract  of  employment  between  the  parties
     hereto,  nor will any provision hereof restrict the right of the Company to
     discharge  the  Executive,  or  restrict  the  right  of the  Executive  to
     terminate his employment.

9.7  Non-Secured Promise

     The rights of the Executive  under this Agreement and of any Beneficiary of
     the Executive will be solely those of an unsecured creditor of the Company.
     Any insurance  policy or any other asset acquired or held by the Company in
     connection with the liabilities assumed by it hereunder, will not be deemed
     to be  held  under  any  trust  for the  benefit  of the  Executive  or his
     beneficiaries  or to be security for the  performance of the obligations of
     the Company,  but will be, and remain, a general,  unpledged,  unrestricted
     asset of the Company and the Company  will retain all  ownership  rights in
     any such policy.

9.8  Successors; Binding Agreement

     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  of  Employment  of the
     Executive.

9.9  Fiduciary and Administrator

          (a) The Human  Resources  Committee of the Board will be Fiduciary and
     the Company will be Administrator of this Agreement. The Company's Board of
     Directors  may  authorize  a person  or group of  persons  to  fulfill  the
     responsibilities of the Company as Administrator.

          (b) The  Fiduciary or the  Administrator  may employ  others to render
     advice  with  regard to its  responsibilities  under  this  Agreement.  The
     Fiduciary may also allocate  fiduciary  responsibilities  to others and may
     exercise any other powers  necessary for the discharge of its duties to the
     extent not in  conflict  with any  provisions  of the  Employee  Retirement
     Income Security Act of 1974 that may be applicable.

9.10 Waiver by Human Resources Committee

     The  Human  Resources  Committee  of the Board is  authorized  to waive any
     provisions of this Agreement which would otherwise  operate to deny, reduce
     or delay any benefit payments under any provisions of this Agreement.

9.11 Arbitration

     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 Article VIII applies  (after  application  of the  provisions of said
     Article  VIII) 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.

9.12 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

9.13 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.

9.14 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.

     IN WITNESS WHEREOF,  the parties have hereunto set their hands, the Company
     by its duly authorized officer, on the day and year first written above.




         /s/ Richard H. Booth
         Executive




                                                     HSB GROUP, INC.

                                                     /s/ R. Kevin Price
                                                     Its: Corporate Secretary





<PAGE>



                                   APPENDIX A


       ATTAINED AGE                           PERCENTAGE OF
     AT TERMINATION OF                           BENEFIT
        EMPLOYMENT





            65                                     100

            64                                     97

            63                                     94

            62                                     91

            61                                     88

            60                                     85

            59                                     82

            58                                     79

            57                                     76

            56                                     73

            55                                     70