Exhibit 10(iii)(k)


                  CONTINUING SERVICES AND RETIREMENT AGREEMENT

     This CONTINUING SERVICES AND RETIREMENT AGREEMENT  ("Agreement") is made as
of March 3, 2000 by and  between  HSB Group,  Inc.,  a  Connecticut  corporation
("Company"), and Gordon W. Kreh ("Executive").

     WHEREAS,  Executive  has been  employed  by the  Company and certain of its
Affiliates  (as defined in Section 3.1 below) for nearly  twenty-nine  years and
served in various senior  management  positions  prior to being  appointed Chief
Executive Officer in 1994 and Chairman of the Board in 1998; and

     WHEREAS  Executive  has provided  valuable  service to the Company over the
term of his employment; and

     WHEREAS, in order to facilitate an orderly management transition, Executive
has agreed to retire as  President  and Chief  Executive  Officer of the Company
effective  as of  December  31,  1999,  and to retire as  Chairman  of the Board
effective  as of a date on or after the Signing  Date (as defined in Section 1.3
below) specified by the Governance Committee of the Board of Directors; and

     WHEREAS,  the  Company  desires to have  access to  Executive's  knowledge,
experience  and  business   relationships  in  effecting  a  smooth   management
transition  by retaining  Executive to provide  certain  services to the Company
with respect to the business of the Company and its principal  Affiliates to the
extent  mutually  agreeable  to the Chief  Executive  Officer of the Company and
Executive;

     NOW, THEREFORE, in consideration of the foregoing and the mutual provisions
contained  herein,  Executive  and the Company,  intending to be legally  bound,
hereby agree as follows:

                                    ARTICLE I

                             SERVICES TO BE PROVIDED

     1.1 Continuing  Services.  During the Service Period (as defined in Section
1.3 below),  Executive  shall be available on a full-time  basis to provide such
services to the Company as the Chief Executive  Officer may reasonably  request.
By way of illustration and not limitation,  such services may include advice and
assistance  with respect to (i) general  corporate and  organizational  matters,
(ii)  development  and  marketing of  products,  (iii)  customer  and  marketing
relationships;   and  (iv)   development   of  strategic  and  business   plans.
Notwithstanding  the foregoing,  Executive  shall not be required to perform any
specific  services  (except as described  under  Section 1.2 below),  to provide
services at any specific  location,  or to be present at the  Company's  offices
during any specific periods,  rather Executive shall perform only such services,
and only on such terms,  as shall be mutually  agreeable  to  Executive  and the
Company's  Chief  Executive  Officer.  Executive  agrees  that by  affixing  his
signature  to  this  Agreement,   he  confirms  his  voluntary  and  irrevocable
resignation as President and Chief Executive  Officer of the Company,  effective
as of  December  31,  1999,  and  from all of the  other  officer  and  director
positions  (other than  Chairman of the Board) he holds with the Company and its
Affiliates,  including  but not  limited  to  those  identified  on  Exhibit  A,
effective  as of the  Signing  Date,  and that he will resign as Chairman of the
Board  on the  date  specified  by the  Governance  Committee  of the  Board  of
Directors.

     1.2.  Assistance  with Claims.  Executive  agrees that,  during the Service
Period,  he will be available,  on a reasonable basis, to assist the Company and
its Affiliates in the prosecution or defense of any claims,  suits,  litigation,
arbitrations,   investigations,   or  other  proceedings,   whether  pending  or
threatened  ("Claims")  that may be made or threatened by or against the Company
or any of Affiliates.  Executive  agrees,  unless  precluded by law, to promptly
inform  the  Company if he is  requested  (i) to  testify  or  otherwise  become
involved in  connection  with any Claim  against the Company or any Affiliate or
(ii) to assist or  participate in any  investigation  (whether  governmental  or
private) of the Company or Affiliate or any of their  actions,  whether or not a
lawsuit has been filed  against the  Company or any of its  Affiliates  relating
thereto.

     1.3. Service Period.  The "Service Period" shall be the period beginning on
the date that this Agreement is executed by the Executive  (the "Signing  Date")
and  ending on the date which is the  earlier of (i) two years from the  Signing
Date, i.e. March 3, 2002, or (ii) the date Executive's  employment is terminated
by reason of death or  Disability  (as defined  under  Section 4.3 below) of the
Executive, by the Company in accordance with Section 4.1, or by the Executive in
accordance with Section 4.2 (the "Termination Date").

                                   ARTICLE II

                            COMPENSATION AND BENEFITS

     2.1.  Pre-Service  Period  Compensation.  For the  period  January  1, 2000
through the Signing Date,  Executive  shall continue to be paid a Base Salary at
the  annual  rate of  $725,000.  On the  eighth  day  (or,  if such day is not a
business day, the next succeeding business day) after the Signing Date, provided
that Executive has not revoked his consent to the release  referenced in Section
5.1 below during such time,  Executive  shall be paid (i) a lump sum cash amount
of $1,350,000 (which for purposes of determining "Annual Compensation" under the
Company's  Retirement  Plan and Excess  Retirement Plan shall be deemed to be an
amount paid under the Company's Severance Plan); (ii) a $145,000 award,  payable
in cash, under the Company's  Short-Term  Incentive Plan for the 1999 Plan Year;
and (iii) 25,413  shares of Company  common stock,  subject to the  restrictions
provided  in the  Restricted  Stock  Instrument  attached  as  Exhibit B to this
Agreement,  under the Company's  Long-Term  Incentive  Plan for the  Performance
Period  ending  December 31, 1999.  Executive  agrees that the awards  described
under (ii) and (iii) of the  preceding  sentence  are  payment in full and final
settlement  and  satisfaction  of all rights he has to receive  awards under the
Company's  Short-term  Incentive  Plan for the 1999  Plan  Year  and  under  the
Company's  Long-Term  Incentive Plan for the Performance  Period ending December
31,  1999.  Executive  shall not be  entitled  to receive  any awards  under the
Short-Term Incentive Plan for the 2000 Plan Year.

     2.2 Service Period Compensation.

     2.2.1 Base Salary and  Benefits.  For the period  beginning  on the Signing
Date and continuing  thereafter  during the Service  Period,  Executive shall be
paid at a base  annual  salary  rate of  $50,000.  During  the  Service  Period,
Executive  shall be  considered to be an employee of the Company for purposes of
(i) any outstanding option awards under the Company's 1985 and 1995 Stock Option
Plans;  and (ii)  determining  his  eligibility  to receive  benefits and accrue
service  under  the  Company's  benefit  plans  and  programs,  except as may be
specifically modified or limited by this Agreement.

     2.2.2 Severance Plan.  Executive  acknowledges that the $1,350,000 lump sum
payment  referenced  in Section  2.1 above is in lieu of any  payment  under the
Company's  Severance  Plan or any other Company plan,  program,  arrangement  or
agreement providing for severance benefits,  and Executive further  acknowledges
that he shall not be  eligible  to receive  any  additional  benefits  under the
Company's  Severance  Plan or any other Company plan,  program,  arrangement  or
agreement  which  provides  severance  pay,  regardless  of whether  Executive's
employment  terminates  at the  conclusion  of the Service  Period or during the
Service Period in accordance with Section 4.1, 4.2 or 4.3 below.

     2.2.3 Pre-Retirement Death Benefit and Supplemental Pension Agreement.  The
Pre-Retirement  Death Benefit and Supplemental Pension Agreement dated March 14,
1997 between  Executive and the Company  ("SERP")  shall remain in effect during
the Service Period with the following modifications:

          (i) "Executive's Base Annual Salary" shall be $725,000.

          (ii) Any  termination  of  Executive's  employment  during the Service
     Period  for any  reason,  including,  but not  limited  to  termination  of
     Executive's  employment following a Change in Control, other than by reason
     of death or  Disability  (as  defined in the SERP),  will be deemed to be a
     termination of employment by the Company prior to Executive's  reaching age
     55, and  Executive's  benefit will  calculated in  accordance  with Section
     3.3(a) of the SERP.

     2.2.4  Retiree Life  Insurance  and Medical  Plans.  Provided  Executive is
employed by the Company on the last day of the Service  Period,  for purposes of
the Company's  Retiree Life  Insurance Plan and Company's  Retiree  Medical Plan
Executive  shall be deemed to have retired under the Company's  Retirement  Plan
and for purposes of computing the Annual Dollar Limits of Company  contributions
under the Retiree  Medical  Plan,  shall be deemed to be age 55 until the day he
actually reaches age 55 following which Executive's actual age will be used.

     2.2.5 Prorated Awards Under the Long-Term Incentive Plan. Executive will be
entitled to receive the following prorated awards under the Long-Term  Incentive
Plan for the Performance Periods ending in 2000 and 2001:

          (i) 2/3 of the award, if any, he would otherwise have been entitled to
     receive as Chief Executive Officer of the Company based upon the attainment
     of the  Performance  Measures  established  for the  1998-2000  Performance
     Period; and

          (ii) 1/3 of the award,  if any, he would  otherwise have been entitled
     to  receive  as Chief  Executive  Officer  of the  Company  based  upon the
     attainment  of the  Performance  Measures  established  for  the  1999-2001
     Performance Period; provided,  however, Executive will forfeit any right to
     any  award  under  this  Section  2.2.5 if at the time an award is  payable
     Executive is in breach of any of the provisions  contained in Sections 3.1,
     3.2,  3.3 or 3.4 of this  Agreement.  Payment of the awards  will be in the
     form of cash or common stock of the Company  (which may include  restricted
     stock) or a combination  thereof,  at the discretion of the Human Resources
     Committee of the Board of Directors of the Company. Payment will be made at
     the same time as payment is made to other participants under the Plan.

     2.2.6 Restricted Shares under the Company's  Long-Term Incentive Plan. With
respect  to  the  restricted  shares  previously  granted  under  the  Company's
Long-Term  Incentive  Plan (and the special  grant  awarded  outside the plan on
January 26, 1998) listed on Exhibit C to this  Agreement,  the Restricted  Stock
Instruments governing such awards shall be amended as follows:

          (i) the Restricted Period will end on March 3, 2002;

          (ii) the  restrictions on the shares described in the instruments will
     lapse on the  earlier of (x) March 3,  2002,  provided  Executive  is still
     employed  by the Company on such date,  or (y) the date of the  Executive's
     death or Disability, and

          (iii) violation of Sections 3.1, 3.2, 3.3, or 3.4 of this Agreement or
     termination of this  Agreement by the Executive in accordance  with Section
     4.2 will result in forfeiture of all of such shares.

     2.3  Coverage  under the  Rabbi  Trust.  The  Company  agrees  that it will
continue to include any benefits  payable to Executive under the SERP Agreement,
the Top Hat Plan and the Excess  Retirement Plan under the Trust Agreement dated
May 30, 1997 between the Company and Fleet  National Bank until such time as all
benefits payable under such plans have been paid to Executive or his beneficiary
or the trust is terminated  by the Company in  accordance  with the terms of the
Trust Agreement.

     2.4 Acknowledgement by Executive. Executive acknowledges and agrees that in
the event that he revokes his consent to the release  referenced  in Section 5.1
below, he shall have no right to receive any of the payments in this Article II.
Executive  further  acknowledges  that following his receipt of the payments set
forth in this Article II and/or  Article IV below,  as  applicable,  the Company
shall have no further  obligations to him, and he shall have no right to further
compensation,  with respect to his employment with the Company or the separation
therefrom.




                                   ARTICLE III

                             COVENANTS OF EXECUTIVE

     3.1. Confidentiality. Executive agrees that, during the Service Period, and
at all times thereafter,  he shall continue to hold in a fiduciary  capacity for
the benefit of the Company, all secret or confidential information, knowledge or
data relating to the Company and any other  business or entity in which,  at any
relevant time, the Company holds an equity (voting or non-voting) interest equal
to or  greater  than 10% (an  "Affiliate")  that  shall  have been  obtained  by
Executive  during  his  employment  by or  affiliation  with the  Company or its
Affiliates,  and  that  shall  not be  public  knowledge  other  than by acts of
Executive or his representative ("Confidential Material").  Executive shall not,
without the prior written consent of the Chief Executive Officer of the Company,
communicate  or  divulge  any  Confidential  Material  to anyone  other than the
Company and those designated by it.


     3.2. Covenant Not to Compete.  Executive hereby agrees that for a period of
two years from the Signing Date, he will not, directly or indirectly, enter into
any business  relationship (either as principal,  agent, board member,  officer,
consultant, stockholder, employee or in any other capacity) with any business or
other entity that at any relevant  time  competes in any respect with any of the
businesses of the Company or any of its Affiliates in any county in the State of
Connecticut,  the names of all of which  are  deemed  hereby to be  specifically
included  herein by reference,  throughout  the United States and North America,
and anywhere else in the world where the Company or any of its  Affiliates,  has
operations or conducts business (a "Competitor");  provided,  however, that such
prohibited  activity  shall not  include  the  ownership  of less than 1% of the
voting securities of any publicly traded corporation  regardless of the business
of such corporation. Notwithstanding the foregoing, Executive may participate in
private equity or venture capital activities from time to time, provided that in
connection with such activities  Executive may not directly or indirectly  enter
into a business  relationship  with any entity which engages in the underwriting
of equipment breakdown insurance and/or engineering services of the type offered
by the Company or any of its Affiliates.

     3.3.  Solicitation.  Executive agrees that for a period of three years from
the Signing Date, he will not employ,  offer to employ,  engage as a consultant,
or form a business  association  with any person who is then,  or who during the
preceding one year was, an employee of the Company or any Affiliate, nor will he
assist any other person in soliciting for employment or consultation  any person
who is then,  or who during  the  preceding  one year was,  an  employee  of the
Company or any Affiliate.  Notwithstanding the foregoing,  Executive will not be
precluded  from  employing  a  former  employee  of  the  Company  or any of its
Affiliates,  provided that Executive did not directly or indirectly solicit such
employee,  and provided further that such former  employee's date of termination
of  employment  from the Company or its Affiliate was more than six months prior
to the date such person is employed by Executive.

     3.4.  Non-Interference.  Executive  agrees that for a period of three years
from the Signing  Date,  he will not disturb or attempt to disturb any  business
relationship  or agreement  between  either the Company or an Affiliate  and any
other person or entity.

     3.5.  Injunctive Relief.  Executive  acknowledges that his violation of the
foregoing covenants of this Article III could cause the Company irreparable harm
and  he  agrees  that  the  Company  shall  be  entitled  to  injunctive  relief
restraining  Executive from actual or threatened  breach of the  covenants,  and
that if a bond is  required to be posted in order for the Company to secure such
relief,  said bond need only be in a nominal  amount.  Subject  to  Section  3.6
below,  the right of the Company to seek injunctive  relief shall be in addition
to any other  remedies  available  to the Company  with respect to an alleged or
threatened breach.

     3.6. Effect of Covenants.  Nothing in Sections 3.1, 3.2, 3.3, or 3.4 hereof
shall be construed to adversely affect the rights that the Company would possess
in the absence of the provisions of such sections.


                                   ARTICLE IV

                            TERMINATION OF EMPLOYMENT

     4.1.  Termination  of  Employment by Company.  In the event that  Executive
violates any of the provisions of Sections 3.1, 3.2, 3.3 or 3.4, the Company may
terminate Executive's employment by sending a notice of termination to Executive
which shall set forth in reasonable detail the facts and  circumstances  claimed
to provide a basis for  termination  of the  Executive's  employment  under this
Section 4.1. The date the notice is sent in accordance with this Agreement shall
be the effective date of Executive's termination.  In the event that the Company
terminates  Executive's  employment pursuant to the preceding sentence,  (i) the
Base Salary payments will cease  effective as of the termination  date; (ii) any
shares of restricted stock currently  outstanding under the Company's  Long-term
Incentive Plan, the special grant of 2,539 shares awarded outside of the plan on
January 26, 1998,  and the  restricted  shares granted under Section 2.1 will be
forfeited; and (iii) Executive will not be eligible for the Retiree Medical Plan
and Retiree Life Insurance  benefit as provided under Section 2.2.4. The Company
shall not be entitled  to suspend or  terminate  any other  payments or benefits
otherwise due to Executive by reason of  Executive's  violation of Sections 3.1,
3.2, 3.3, or 3.4 (whether  before or after a judgment is obtained by the Company
against  Executive).  Nothing  in this  Section  3.6 shall  limit the  Company's
remedies  in the case of  Executive's  violation  of this  Agreement,  except as
otherwise specifically provided in this Section 4.1.

     4.2  Resignation by Executive.  Executive shall have the right to terminate
his  employment  at any time by  sending a  written  notice  to the  Company  in
accordance with this Agreement specifying the effective date of his termination.
In the event that Executive  provides services to, or assumes a position with, a
for-profit  business without the written consent of the Chief Executive  Officer
of the Company (regardless of whether such business is a Competitor),  Executive
shall be deemed to have resigned from employment  with the Company  effective as
of the date such services commenced.  For purposes of determining the respective
rights and  obligations  of the  parties  under this  Agreement  arising  out of
termination pursuant to this Section 4.2, such termination shall be deemed to be
a termination  by the Company in  accordance  with Section 4.1.  Termination  by
Executive  under  this  Section  4.2  shall  not act to  release  him  from  the
restrictions  set forth in Sections 3.1, 3.2, 3.3. or 3.4.,  without the written
consent of the Chief Executive Officer.

     4.3  Death or  Disability.  In the event  that  Executive's  employment  is
terminated on account of death or Disability,  (i) the Base Salary payments will
cease  effective as of the employment  termination  date; and (ii) any shares of
restricted stock currently  outstanding under the Company's  Long-term Incentive
Plan, the special grant of 2,539 shares  awarded  outside of the plan on January
26,  1998,  and the  restricted  shares  granted  under  Section 2.1 will become
non-forfeitable and freely transferable subject to the requirements contained in
the restricted stock  instruments  governing such restricted  stock awards.  For
purposes  of  this  Agreement  "Disability"  shall  mean a total  and  permanent
Long-Term  Disability  as it is defined in the Company's  Employees'  Disability
Plan, effective January 1, 1976, as from time to time amended.

     4.4 Other  Benefits upon  Termination  of  Employment.  Any other  benefits
payable to Executive or his  beneficiary  shall be determined in accordance with
the terms of the Company's policies, programs and plans in effect on the date of
Executive's  termination of employment under this Article IV taking into account
the  event  giving  rise to the  termination  and  Executive's  age and years of
service as of such termination date.


                                    ARTICLE V

                            MISCELLANEOUS PROVISIONS


     5.1 Release of Claims. The provision by the Company of the compensation and
benefits described under Article II and/or Article IV, as applicable,  hereunder
are conditioned upon Executive's  compliance with the terms described under this
Agreement and the execution,  non-revocation and honoring of a release of claims
and covenant not to sue in favor of the Company in the form  attached  hereto as
Exhibit D.

     5.2. Other  Agreements.  This  Agreement  shall be effective on the Signing
Date. Except as otherwise expressly provided herein, this Agreement  constitutes
the entire agreement  between Executive and the Company and supersedes all prior
agreements and  understandings,  written or oral,  including,  but not by way of
limitation, the Severance Agreement dated February 3, 1997, as amended effective
as of May 24, 1999.

     5.3.  Successors.  This  Agreement is personal to Executive  and may not be
assigned by Executive without the consent of the Company. However, to the extent
that rights or  benefits  under this  Agreement  otherwise  survive  Executive's
death,  Executive's  heirs and estate shall  succeed to such rights and benefits
pursuant to Executive's will or the laws of descent and  distribution;  provided
that Executive shall have the right at any time and from time to time, by notice
delivered  to  the  Company,  to  designate  or to  change  the  beneficiary  or
beneficiaries with respect to such benefits. This Agreement may be assigned to a
successor to all or substantially all of the business or assets of the Company.

     5.4.  Arbitration of All Disputes.  Any controversy or claim arising out of
or relating to this Agreement (or the breach thereof) shall be settled by final,
binding  and  non-appealable  arbitration  in  Hartford,  Connecticut  by  three
arbitrators.  Except as  otherwise  expressly  provided in this Section 5.4, the
arbitration  shall be  conducted  in  accordance  with the rules of the American
Arbitration   Association  (the  "Association")  then  in  effect.  One  of  the
arbitrators  shall be  appointed  by the  Company,  one  shall be  appointed  by
Executive, and the third shall be appointed by the first two arbitrators. If the
first two arbitrators cannot agree on the third arbitrator within 30 days of the
appointment  of the  second  arbitrator,  then  the  third  arbitrator  shall be
appointed by the  Association.  This Section 5.4 shall not be construed to limit
the  Company's  right to obtain  relief under Section 3.5 hereof with respect to
any matter or controversy  subject to Section 3.5 hereof,  and,  pending a final
determination  by the arbitrator with respect to any such matter or controversy,
the Company shall be entitled to obtain any such relief by direct application to
state,  federal or other  applicable  court,  without  being  required  to first
arbitrate such matter or controversy.

     5.5.  Governing Law. This  Agreement  shall be governed by and construed in
accordance with the laws of the State of Connecticut,  without  reference to the
principles of conflict laws.

     5.6.  Amendment.  This  Agreement may only be amended by written  agreement
executed  by  the  parties  hereto  or  their  respective  successors  or  legal
representatives.

     5.7.  Notices.  Notices and all other  communications  provided for in this
Agreement  shall be in  writing  and shall be  delivered  personally  or sent by
registered  or  certified  mail,  return  receipt  requested,   postage  prepaid
(provided  that  international  mail  shall be sent  via  overnight  or  two-day
delivery),  or sent by facsimile or prepaid  overnight courier to the parties at
the addresses set forth below (or such other  addresses as shall be specified by
the  parties  by  like  notice).  Such  notices,   demands,   claims  and  other
communications  shall be deemed given:  (i) in the case of delivery by overnight
service with  guaranteed  next day delivery,  the next day or the day designated
for delivery;  (ii) in the case of certified or registered  U.S. mail, five days
after deposit in the U.S. mail; or (iii) in the case of facsimile, the date upon
which the  transmitting  party  received  confirmation  of receipt by facsimile,
telephone  or  otherwise;  provided,  however,  that in no event  shall any such
communications  be deemed  to be given  later  than the date  they are  actually
received.  Communications  that  are to be  delivered  by the  U.S.  mail  or by
overnight  service  or  two-day  delivery  service  are to be  delivered  to the
addresses set forth below:

         If to Executive:
         Gordon W. Kreh
         133 Westerly Terrace
         Hartford, CT  06105

         If to the Company:
         HSB Group, Inc.
         P.O. Box 5024
         One State Street
         Hartford, CT 06102-5024
         Attn: Corporate Secretary

or to such other  address as either party shall  furnished to the other party in
writing in accordance with the provisions of this Section 5.7.

     5.8  Severability.  It is the  desire and  intent of the  parties  that the
provisions of this Agreement shall be enforced to the fullest extent permissible
under  the  laws and  public  policies  applied  in each  jurisdiction  in which
enforcement  is sought.  In the event that any one or more of the  provisions of
this  Agreement  shall be held to be  invalid,  illegal  or  unenforceable,  the
validity,  legality and  enforceability of the remainder of this Agreement shall
not in any way be affected or impaired thereby.  Moreover, if any one or more of
the provisions contained in this Agreement is held to be excessively broad as to
duration,  scope,  activity or subject,  such  provisions  shall be construed by
limiting  and  reducing  them  so as to be  enforceable  to the  maximum  extent
compatible  with  applicable  law. The  invalidity  or  unenforceability  of any
provision of this  Agreement will not affect the validity or  enforceability  of
any other provision of this Agreement,  and this Agreement shall be construed as
if such invalid or unenforceable  provision were omitted (but only to the extent
such provision can not be appropriately reformed or modified).

     5.9 No Waiver. The failure of either party to this Agreement to enforce any
of its terms,  provisions or covenants shall not be construed as a waiver of the
same or of the right of such party to enforce the same.  Waiver by either  party
hereto of any breach or default by the other party of any term or  provision  of
this  Agreement  shall not  operate as a waiver of any other  breach or default.
This  Agreement  and the  provisions  contained  in it shall not be construed or
interpreted  for or  against  any party to this  Agreement  because  that  party
drafted  or  caused  that  party's  legal  representative  to  draft  any of its
provisions.


     IN WITNESS WHEREOF, Executive has hereunto set his hand and the Company has
caused this Agreement to be executed on its behalf, all as of the Signing Date.


HSB GROUP, INC.

By: /s/ R. Kevin Price

Its: Corporate Secretary


EXECUTIVE

By:  /s/ Gordon W. Kreh





<PAGE>


                                    EXHIBIT A

                    LIST OF DIRECTORSHIPS AND OFFICES HELD BY
                             EXECUTIVE IN AFFILIATES


Name of Entity                                Title(s)

The Allen Insurance Company                   Director

The Boiler Inspection and Insurance           Director
  Company of Canada

The Hartford Steam Boiler Inspection          Chairman of the Board, President
  and Insurance Company                       and Chief Executive Officer

The Hartford Steam Boiler Inspection          Chairman of the Board, President
  and Insurance Company of                    and Chief Executive Officer
  Connecticut

The Hartford Steam Boiler Inspection          President and Chief Executive
  and Insurance Company of Texas              Officer

HSB Associates, Inc.                          Director

HSB Engineering Finance Corporation           Director and President

HSB Investment Corporation                    Director

One State Street Intermediaries, Inc.         Director

HSB Engineering Insurance, Limited            Director






<PAGE>


                                    EXHIBIT B

                           RESTRICTED STOCK INSTRUMENT




To:  Gordon W. Kreh

HSB GROUP, INC.
RESTRICTED STOCK INSTRUMENT

Pursuant to the  provisions  of the  Long-Term  Incentive  Plan (the "Plan") HSB
Group, Inc. (the "Company") hereby awards to you (the "Participant"), subject to
the  terms  and  conditions  of the Plan and  subject  further  to the terms and
conditions  herein  set  forth,  25,413  shares of Common  Stock of the  Company
("Restricted Stock").

1.       Terms and  Conditions - It is  understood  that the award of Restricted
         Stock is subject to the following terms and conditions:

         (a)      Restricted  Period  - The  Restricted  Stock  awarded  to  the
                  Participant may not be sold, assigned,  transferred,  pledged,
                  hypothecated  or otherwise  disposed of, except by will or the
                  laws of  descent  and  distribution,  for the  period  of time
                  ending on March 3, 2002 (the "Restricted Period"). Any attempt
                  by  Participant  to  dispose of any such  shares  prior to the
                  expiration of the Restricted Period shall be null and void and
                  without effect.

         (b)      Dividends  and Voting  Rights - The  Restricted  Stock will be
                  registered in the name of the  Participant  and held in escrow
                  by the Human  Resources  Committee  of the Board of  Directors
                  (the  "Committee").  The  Participant  will,  subject  to  the
                  restrictions   contained  in  this  Instrument,   possess  all
                  incidents of ownership of the Restricted Stock,  including the
                  rights to receive  dividends with respect to such stock and to
                  vote such stock.

         (c)      Lapse of  Restrictions  - The  restrictions  on the Restricted
                  Stock  described in  Paragraph  (a) above shall lapse upon the
                  completion  of the  Restricted  Period  and the  Participant's
                  right to such shares shall vest on such date, or if earlier on
                  the  date  that the  Participant's  employment  terminates  on
                  account of death or Disability (as such term is defined in the
                  Plan).

         (d)      Forfeiture - In the event the  Participant's  employment  with
                  the  Company  terminates  for any  reason  other than death or
                  Disability,  or in the event the  Participant  violates any of
                  Sections 3.1, 3.2, 3.3 or 3.4 of the  Continuing  Services and
                  Retirement  Agreement  to which this  instrument  is attached,
                  prior  to  the  expiration  of  the  Restricted   Period,  the
                  Restricted   Stock  shall   thereupon   be  forfeited  by  the
                  Participant  and  transferred to, or reacquired by the Company
                  at no cost to the Company.

         (e)      Delivery of Shares - The Company shall deliver the  Restricted
                  Stock to the  Participant,  or the  Beneficiary (as defined in
                  the Plan) of the  Participant,  if applicable,  within 30 days
                  after the termination of the Restricted Period or, the earlier
                  lapse of restrictions in accordance with Paragraph (c).

2.   Modification - The Committee  shall have the authority to cancel all or any
     portion of any outstanding  restrictions  on the Restricted  Stock prior to
     the  expiration  of the  Restricted  Period  with  respect to the shares of
     Restricted  Stock  awarded  hereunder on such terms and  conditions  as the
     Committee may deem appropriate.

3.   No Right to  Continued  Employment  - This  award  shall  not  confer  upon
     Participant  any right with respect to  continuance  of  employment  by the
     Company, nor shall it interfere in any way with the right of the Company to
     terminate his employment at any time.

4.   No Rights as Shareholder - Except as provided herein, the Participant shall
     not have any  rights as a  shareholder  with  respect  to any shares of the
     Restricted Stock awarded hereby.

5.   Compliance  with Laws and  Regulations - The Company shall not be obligated
     to deliver  stock  pursuant to an award of  Restricted  Stock for which the
     restrictions  hereunder  have lapsed if such  delivery  would  constitute a
     violation of any applicable law. The Committee may postpone the delivery of
     stock  following  the lapse of  certain  restrictions  with  respect to the
     Restricted  Stock for such time as the Committee in its discretion may deem
     necessary,  in order to permit the Company with reasonable diligence (i) to
     effect or maintain  registration of the Plan or the shares deliverable upon
     the lapse of certain  restrictions  respecting  awards of Restricted  Stock
     under the Securities Act of 1933, as amended, or the securities laws of any
     applicable jurisdiction, or (ii) to determine that such shares and the Plan
     are exempt from such registration.

6.   Restrictions  and  Withholding  - The  Committee  shall  have the  right to
     condition  any  delivery  of  shares  pursuant  to  the  lapse  of  certain
     restrictions  with  respect to the  Restricted  Stock on the  Participant's
     undertaking in writing to comply with such  restrictions  on the subsequent
     disposition  of such  shares  as the  Committee  shall  deem  necessary  or
     advisable  as a  result  of any  applicable  law or  regulation.  Upon  the
     delivery of shares of Restricted  Stock pursuant  hereto the Participant or
     other person  receiving  the stock shall be required to pay to the Company,
     the amount of any taxes which the  Company is  required  to  withhold  with
     respect to such stock.  The  Participant  will have the ability to elect to
     have  shares  otherwise  issuable  pursuant  to the  lapse of  restrictions
     withheld, or may deliver previously owned shares to the Company, to satisfy
     such withholding taxes.

7.   Adjustment  - In the event of any  change in the  stock of the  Company  by
     reason   of   any   stock   dividend,   stock   split,    recapitalization,
     reorganization,  merger, consolidation,  split-up, combination, or exchange
     of shares,  or rights  offering to purchase stock at a price  substantially
     below Fair Market Value (as defined in the Plan),  or of any similar change
     affecting  the  common  stock of the  Company,  the  number  of  shares  of
     Restricted Stock awarded herein with respect to which restrictions have not
     lapsed shall be appropriately  adjusted consistent with such change in such
     manner  as the  Board in its  discretion  may  deem  equitable  to  prevent
     substantial  dilution or enlargement of the rights granted to, or available
     for, all  participants  in the Plan. Any fractional  shares  resulting from
     such adjustments shall be eliminated. Any adjustment so made shall be final
     and binding upon the Participant.

8.   Participant Bound by Plan - Participant  acknowledges  receipt of a copy of
     the Plan and shall be bound by all the terms and provisions thereof.

9.   Notices - Any notice  hereunder  to the  Committee  shall be  addressed  as
     follows:

         The Human Resources Committee
         c/o The Corporate Secretary, 12th Floor
         HSB Group, Inc.
         One State Street
         P. O. Box 5024
         Hartford, CT  06102-5024

     Any notice  hereunder to  Participant  shall be sent to the last known home
address reflected in the records of the Participant's Employer.

10.  Governing  Law - The  terms  and  conditions  of this  Instrument  shall be
     governed by the laws of the State of Connecticut.

11.  The  Company  has  caused  this  Instrument  to be  prepared  by  its  duly
     authorized officer.


                                       HSB GROUP, INC.



                                       By /s/ R. Kevin Price

                                       Its: Corporate Secretary






<PAGE>


                                    EXHIBIT C

                                RESTRICTED STOCK


Grant Date                             Number of Shares


1/24/97                                     3,999

1/26/98                                     4,824

1/26/98                                     2,539 (granted outside of the Long-
                                                     Term Incentive Plan)

2/22/99                                     31,458







<PAGE>


                                    EXHIBIT D

                    RELEASE OF CLAIMS AND COVENANT NOT TO SUE

This RELEASE OF CLAIMS AND COVENANT NOT TO SUE (the  "Release")  is executed and
delivered  by  GORDON  W.  KREH  (the  "Executive")  to  HSB  GROUP,  INC.  (the
"Company").  In  consideration  of the  agreement  by the Company to provide the
Executive with the rights,  payments and benefits under the Continuing  Services
and  Retirement  Agreement  between the Executive and the Company dated March 3,
2000 (the  "Agreement")  to which the Executive would not otherwise be entitled,
the Executive hereby agrees as follows:

Section  1.  Release  and  Covenant.  The  Executive,  of  his  own  free  will,
voluntarily   releases  and  forever   discharges  the  HSB  Group,   Inc.,  its
subsidiaries,  affiliates, directors, officers, employees, agents, stockholders,
successors and assigns,  both  individually  and in their  official  capacities,
(collectively  referred to as  "Releases")  from,  and  covenants  not to sue or
proceed  against  any of the  foregoing  on the  basis  of,  any and all past or
present causes of action, suits, agreements or other claims which the Executive,
his dependents,  relatives,  heirs,  executors,  administrators,  successors and
assigns has or have  against any of them upon or by reason of any matter,  cause
or thing whatsoever,  including,  but not limited to, any matters arising out of
his  employment by the Company and the  termination of his position as Chairman,
President and Chief  Executive  Officer of the Company (and as an officer and/or
director of various subsidiaries and affiliates of the Company),  and including,
but not limited to, any alleged  violation  of the Civil Rights Acts of 1964 and
1991,  the Equal Pay Act of 1963,  the Age  Discrimination  in Employment Act of
1967, the  Rehabilitation  Act of 1973, the Older Workers Benefit Protection Act
of 1990,  the Americans  with  Disabilities  Act of 1990, the Family and Medical
Leave Act of 1993,  the Employee  Retirement  Income  Security Act of 1974,  the
Connecticut Human Rights and Opportunities  Law, each as amended,  and any other
federal or state law,  regulation or ordinance,  or public  policy,  contract or
tort law having any bearing whatsoever on the terms and conditions of employment
or  termination  of employment.  This Release shall not,  however,  constitute a
waiver of any vested  pension  rights of Executive,  or be construed to prohibit
Executive  from  bringing  appropriate  proceedings  to enforce this  Agreement.
Executive  further  agrees that he will not seek or be entitled to any  personal
recovery  in any claim,  charge,  action or  proceeding  whatsoever  against the
Company or any of the Releases for any of the matters set forth in this Release.

Section 2. Due Care. The Executive  acknowledges  that he has received a copy of
this  Release  prior  to its  execution  and  has  been  advised  hereby  of his
opportunity  to  review  and  consider  this  Release  for 21 days  prior to its
execution. The Executive further acknowledges that he has been advised hereby to
consult with an attorney prior to executing this Release.  The Executive  enters
into this Release having freely and knowingly elected,  after due consideration,
to execute  this  Release and to fulfill the  promises  set forth  herein.  This
Release  shall be revocable by the Executive  during the 7-day period  following
its execution by delivering  (by hand or overnight  courier)  written  notice of
revocation to R. Kevin Price,  Corporate Secretary at HSB Group, Inc., One State
Street,  Hartford,  Connecticut  06102-5024  and shall not become  effective  or
enforceable  until the  expiration of such 7-day period.  In the event of such a
revocation,  the Executive shall not be entitled to the  consideration  for this
Release set forth above.

Section 3.  Reliance by  Executive.  The  Executive  acknowledges  that,  in his
decision to enter into this Release,  he has not relied on any  representations,
promises or agreements of any kind, including oral statements by representatives
of the Company, except as set forth in this Release.


This RELEASE OF CLAIMS AND COVENANT NOT TO SUE is executed by the  Executive and
delivered to the Company on March 3, 2000.


EXECUTIVE:


/s/ Gordon W. Kreh