EXHIBIT 4.16 GUARANTEE AGREEMENTGuarantee Agreement • April 10th, 2003 • Harleysville Group Inc • Fire, marine & casualty insurance • Pennsylvania
EXHIBIT 1 HARLEYSVILLE GROUP INC. (a Delaware corporation) Senior Notes Due 2013 PURCHASE AGREEMENT Dated: July 7, 2003 HARLEYSVILLE GROUP INC. (a Delaware corporation) Senior Notes Due 2013 PURCHASE AGREEMENTPurchase Agreement • July 10th, 2003 • Harleysville Group Inc • Fire, marine & casualty insurance • New York
EXHIBIT 4.13 TRUST AGREEMENT OF HARLEYSVILLE GROUP CAPITAL TRUST II This TRUST AGREEMENT is made as of April 7, 2003 (this "Trust Agreement"), by and among Harleysville Group Inc., a Delaware corporation, as Depositor (the "Depositor"), and Wilmington...Trust Agreement • April 10th, 2003 • Harleysville Group Inc • Fire, marine & casualty insurance • Delaware
EXHIBIT 4.14 AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • April 10th, 2003 • Harleysville Group Inc • Fire, marine & casualty insurance • Delaware
ANDLease Agreement • March 28th, 2000 • Harleysville Group Inc • Fire, marine & casualty insurance • Pennsylvania
SUBORDINATED INDENTURESubordinated Indenture • April 10th, 2003 • Harleysville Group Inc • Fire, marine & casualty insurance • New York
SENIOR INDENTURESenior Indenture • July 10th, 2003 • Harleysville Group Inc • Fire, marine & casualty insurance • New York
WITNESSETH: ----------Loan Agreement • March 25th, 1998 • Harleysville Group Inc • Fire, marine & casualty insurance
SENIOR SUBORDINATED INDENTURESenior Subordinated Indenture • April 10th, 2003 • Harleysville Group Inc • Fire, marine & casualty insurance • New York
EXHIBIT (10)(Z) FORM OF CHANGE OF CONTROL EMPLOYMENT AGREEMENT The agreement contained below has the same form as separate agreements between the Company and its executive officers except the factor in section 4(c)(ii)(b) is 2.999 for the Chief...Change of Control Employment Agreement • March 28th, 2000 • Harleysville Group Inc • Fire, marine & casualty insurance • Pennsylvania
EXHIBIT 4.4 HARLEYSVILLE GROUP INC. SUBORDINATED INDENTURE (For Trusts) Dated as of ________________, 2003 Providing for Issuance of Subordinated Debt Securities in Series J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as TrusteeSubordinated Indenture • April 10th, 2003 • Harleysville Group Inc • Fire, marine & casualty insurance • New York
NINTH AMENDMENT TO HARLEYSVILLE MUTUAL INSURANCE COMPANY HURON INSURANCE COMPANY HARLEYSVILLE INSURANCE COMPANY OF NEW JERSEY HARLEYSVILLE-ATLANTIC INSURANCE COMPANY WORCESTER INSURANCE COMPANY MID-AMERICA INSURANCE COMPANY NEW YORK CASUALTY INSURANCE...Proportional Reinsurance Agreement • March 25th, 1998 • Harleysville Group Inc • Fire, marine & casualty insurance
EXHIBIT 10.1 FORM OF CHANGE IN CONTROL AGREEMENT The agreement contained below has the same form as separate agreements between the Company and certain of its officers except the following differences apply to the contract between the Company and the...Change in Control Agreement • January 18th, 2005 • Harleysville Group Inc • Fire, marine & casualty insurance • Pennsylvania
FOURTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • April 30th, 2012 • Harleysville Group Inc • Fire, marine & casualty insurance
THIS FOURTH AMENDMENT TO LOAN AGREEMENT (the “Amendment”) dated this 15th day of March, 2012, effective as of March 19, 2012, by and between HARLEYSVILLE GROUP INC., a corporation organized and existing under the laws of the State of Delaware with an address of 355 Maple Avenue, Harleysville, PA 19438 (the “Borrower”), and HARLEYSVILLE MUTUAL INSURANCE COMPANY, an insurance company organized and existing under the laws of the Commonwealth of Pennsylvania, with an address of 355 Maple Avenue, Harleysville, PA 19438 (the “Lender”):
Michael L. Browne Harleysville Insurance Tel (215) 256-5013 Chief Executive Officer 355 Maple Avenue Fax (215) 256-5008 Harleysville, PA 19438-2297 mbrowne@harleysvillegroup.comChange in Control Agreement • November 7th, 2011 • Harleysville Group Inc • Fire, marine & casualty insurance
Harleysville Group Inc. (“Employer”) considers the establishment and maintenance of a sound and vital management team essential to protecting and enhancing the best interests of it and its stockholders and those of its parent company, Harleysville Mutual Insurance Company (“Parent”) and the Parent’s policyholders. In this connection, the Employer recognizes that, as is the case with many publicly held corporations, the possibility of a change in control of the Employer exists and that such possibility and the uncertainty and questions which it may raise among management personnel as to the effect of such change in control on the Employer, may result in the departure or distraction of such personnel to the detriment of the Employer, the Parent, the Employer’s stockholders and the Parent’s policyholders. Accordingly, the Board of Directors of the Employer (“Board”) has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of t
REVISED AND RESTATED FIFTH AMENDMENT TO LEASE AGREEMENTLease Agreement • March 14th, 2012 • Harleysville Group Inc • Fire, marine & casualty insurance
THIS REVISED AND RESTATED FIFTH AMENDMENT TO AGREEMENT OF LEASE is effective as of the 1st day of January, 2012 between Harleysville, LTD., a Pennsylvania limited partnership (hereinafter “Lessor”), and Harleysville Mutual Insurance Company, a Pennsylvania insurance corporation doing business at 355 Maple Avenue, Harleysville, PA 19438 (hereinafter “Lessee”).
FOURTH AMENDMENT TO LEASE AGREEMENTLease Agreement • March 4th, 2011 • Harleysville Group Inc • Fire, marine & casualty insurance
THIS FOURTH AMENDMENT TO AGREEMENT OF LEASE (hereinafter “Fourth Amendment”) is effective as of the 1st day of January, 2011 between Harleysville, Ltd., a Pennsylvania limited partnership (hereinafter “Lessor”), and Harleysville Mutual Insurance Company, a Pennsylvania insurance corporation doing business at 355 Maple Avenue, Harleysville, PA 19438 (hereinafter “Lessee”).
THIRD AMENDMENT TO LEASE AGREEMENTLease Agreement • March 5th, 2010 • Harleysville Group Inc • Fire, marine & casualty insurance
THIS THIRD AMENDMENT TO AGREEMENT OF LEASE (hereinafter “Third Amendment”) is effective as of the 1st day of January, 2010 between Harleysville, Ltd., a Pennsylvania limited partnership (hereinafter “Lessor”), and Harleysville Mutual Insurance Company, a Pennsylvania insurance corporation doing business at 355 Maple Avenue, Harleysville, PA 19438 (hereinafter “Lessee”).
For Release: Immediately Contact: Mark Cummins (Investors) 215.256.5025 mcummins@harleysvillegroup.com Randy Buckwalter (Media) 215.256.5288 rbuckwalter@harleysvillegroup.com HARLEYSVILLE GROUP, HARLEYSVILLE MUTUAL AMEND INTERCOMPANY POOLING AGREEMENTIntercompany Pooling Agreement • November 29th, 2007 • Harleysville Group Inc • Fire, marine & casualty insurance
HARLEYSVILLE, PA—November 26, 2007—The boards of directors of Harleysville Group Inc. (NASDAQ: HGIC) and Harleysville Mutual Insurance Company each separately today approved an amendment to their intercompany pooling agreement that will adjust Harleysville Group’s share of the pool to 80 percent, effective January 1, 2008. The proposed amendment is subject to regulatory approval by various state departments of insurance.
ContractStockholder Voting Agreement • September 30th, 2011 • Harleysville Group Inc • Fire, marine & casualty insurance • Delaware
This STOCKHOLDER VOTING AGREEMENT (this “Agreement”), dated as of September 28, 2011, is by and between Nationwide Mutual Insurance Company, an Ohio mutual insurance company (“Nationwide”), and Harleysville Mutual Insurance Company, a Pennsylvania mutual insurance company (the “Stockholder”).
Form of Change in Control Employment Agreements Effective January 1, 2008Change in Control Employment Agreement • March 7th, 2008 • Harleysville Group Inc • Fire, marine & casualty insurance
Harleysville Group Inc. ("Employer") considers the establishment and maintenance of a sound and vital management team essential to protecting and enhancing the best interests of it and its stockholders and those of its parent company, Harleysville Mutual Insurance Company ("Parent") and the Parent's policyholders. In this connection, the Employer recognizes that, as is the case with many publicly held corporations, the possibility of a change in control of the Employer exists and that such possibility and the uncertainty and questions which it may raise among management personnel as to the effect of such change in control on the Employer, may result in the departure or distraction of such personnel to the detriment of the Employer, the Parent, the Employer's stockholders and the Parent's policyholders. Accordingly, the Board of Directors of the Employer ("Board") has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of t
ContractManagement Agreement • March 5th, 2010 • Harleysville Group Inc • Fire, marine & casualty insurance
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH “*” AND BRACKETS AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
AGREEMENT AND PLAN OF MERGER by and among NATIONWIDE MUTUAL INSURANCE COMPANY, HARLEYSVILLE MUTUAL INSURANCE COMPANY, NATIONALS SUB, INC., and HARLEYSVILLE GROUP INC. Dated as of September 28, 2011Merger Agreement • September 30th, 2011 • Harleysville Group Inc • Fire, marine & casualty insurance • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 28, 2011, by and among NATIONWIDE MUTUAL INSURANCE COMPANY, an Ohio mutual insurance company (“Nationwide Mutual”), HARLEYSVILLE MUTUAL INSURANCE COMPANY, a Pennsylvania mutual insurance company (“Harleysville Mutual”), NATIONALS SUB, INC., a Delaware corporation (“Merger Sub”), and HARLEYSVILLE GROUP INC., a Delaware corporation (“HGI”). Nationwide Mutual, Harleysville Mutual, Merger Sub, and HGI are herein sometimes referred to collectively as the “Parties” and each individually as a “Party”.
HARLEYSVILLE GROUP INC. CHANGE IN CONTROL PAYMENT ACKNOWLEDGEMENT AND AGREEMENTChange in Control Payment Acknowledgement and Agreement • March 14th, 2012 • Harleysville Group Inc • Fire, marine & casualty insurance • Delaware
This Change in Control Payment Acknowledgement and Agreement (this “Agreement”) is made as of December , 2011 by and between Harleysville Group Inc. (the “Company”) and (the “Executive”). The Company and the Executive are sometimes referred to in this Agreement as the “Parties”.
TENTH AMENDMENT TO HARLEYSVILLE MUTUAL INSURANCE COMPANY HARLEYSVILLE PREFERRED INSURANCE COMPANY HARLEYSVILLE INSURANCE COMPANY OF NEW JERSEY HARLEYSVILLE- ATLANTIC INSURANCE COMPANY HARLEYSVILLE WORCESTER INSURANCE COMPANY MID-AMERICA INSURANCE...Proportional Reinsurance Agreement • March 7th, 2008 • Harleysville Group Inc • Fire, marine & casualty insurance
This Tenth Amendment to the Proportional Reinsurance Agreement is entered into by and between HARLEYSVILLE MUTUAL INSURANCE COMPANY, HARLEYSVILLE PREFERRED INSURANCE COMPANY F/K/A HURON INSURANCE COMPANY, HARLEYSVILLE INSURANCE COMPANY OF NEW JERSEY, HARLEYSVILLE-ATLANTIC INSURANCE COMPANY, HARLEYSVILLE WORCESTER INSURANCE COMPANY F/K/A WORCESTER INSURANCE COMPANY, HARLEYSVILLE INSURANCE COMPANY OF NEW YORK F/K/A NEW YORK CASUALTY INSURANCE COMPANY, HARLEYSVILLE INSURANCE COMPANY OF OHIO F/K/A GREAT OAKS INSURANCE COMPANY, HARLEYSVILLE PENNLAND INSURANCE COMPANY F/K/A PENNLAND INSURANCE COMPANY, HARLEYSVILLE LAKE STATES INSURANCE COMPANY F/K/A LAKE STATES INSURANCE COMPANY and HARLEYSVILLE INSURANCE COMPANY F/K/A MINNESOTA FIRE AND CASUALTY COMPANY.
CONFIDENTIAL AGREEMENT AND RELEASEAgreement and Release • March 9th, 2007 • Harleysville Group Inc • Fire, marine & casualty insurance • Pennsylvania
This Agreement and Release (“Agreement”) is dated _____________ (“Today”). It is between Catherine B. Strauss (“you”) and Harleysville Group Inc., a Delaware corporation and Harleysville Mutual Insurance Company, a Pennsylvania corporation (collectively “the Company”).
SETTLEMENT, NON-SOLICITATION AND RELEASE AGREEMENT -------------------------------------------------- Harleysville Group, Inc. and Harleysville Mutual Insurance Company, and any and all of their affiliates, subsidiaries, successors and assigns and, in...Settlement Agreement • November 2nd, 2005 • Harleysville Group Inc • Fire, marine & casualty insurance • Pennsylvania
Harleysville has entered into an agreement to combine with Nationwide Together with our independent agency partners, we remain “Good people to know” for our policyholders Key Message Map By combining with Nationwide, we will further strengthen and...Merger Agreement • October 11th, 2011 • Harleysville Group Inc • Fire, marine & casualty insurance
This communication may be deemed to be solicitation material in respect of the proposed transactions. In connection with the proposed transactions, a proxy statement of Harleysville Group Inc. and other materials will be filed with the SEC. WE URGE INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HARLEYSVILLE GROUP INC. AND THE PROPOSED TRANSACTIONS. Investors will be able to obtain free copies of the proxy statement (when available) as well as other filed documents containing information about Harleysville Group Inc. on the SEC’s website at http://www.sec.gov. Free copies of Harleysville Group Inc.’s SEC filings are also available from Harleysville Group Inc., 355 Maple Avenue, Harleysville, PA 19438-2297, Attention: Mark R. Cummins, Executive Vice President, Chief Investment Officer & Treasurer.
ELEVENTH AMENDMENT TO HARLEYSVILLE MUTUAL INSURANCE COMPANY HARLEYSVILLE PREFERRED INSURANCE COMPANY HARLEYSVILLE INSURANCE COMPANY OF NEW JERSEY HARLEYSVILLE-ATLANTIC INSURANCE COMPANY HARLEYSVILLE WORCESTER INSURANCE COMPANY MID-AMERICA INSURANCE...Proportional Reinsurance Agreement • March 5th, 2010 • Harleysville Group Inc • Fire, marine & casualty insurance • Pennsylvania
This Eleventh Amendment to the Proportional Reinsurance Agreement is entered into by and between HARLEYSVILLE MUTUAL INSURANCE COMPANY, HARLEYSVILLE PREFERRED INSURANCE COMPANY F/K/A HURON INSURANCE COMPANY, HARLEYSVILLE INSURANCE COMPANY OF NEW JERSEY, HARLEYSVILLE-ATLANTIC INSURANCE COMPANY, HARLEYSVILLE WORCESTER INSURANCE COMPANY F/K/A WORCESTER INSURANCE COMPANY, HARLEYSVILLE INSURANCE COMPANY OF NEW YORK F/K/A NEW YORK CASUALTY INSURANCE COMPANY, HARLEYSVILLE INSURANCE COMPANY OF OHIO F/K/A GREAT OAKS INSURANCE COMPANY, HARLEYSVILLE PENNLAND INSURANCE COMPANY F/K/A PENNLAND INSURANCE COMPANY, HARLEYSVILLE LAKE STATES INSURANCE COMPANY F/K/A LAKE STATES INSURANCE COMPANY and HARLEYSVILLE INSURANCE COMPANY F/K/A MINNESOTA FIRE AND CASUALTY COMPANY.
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • March 14th, 2005 • Harleysville Group Inc • Fire, marine & casualty insurance
THIS SECOND AMENDMENT TO AGREEMENT OF LEASE (hereinafter “Second Amendment”) made as of this 1st day of January AD 2005 between Harleysville, Ltd., a Pennsylvania limited partnership (hereinafter “Lessor”), and Harleysville Mutual Insurance Company, a Pennsylvania insurance corporation doing business at 355 Maple Avenue, Harleysville, PA 19438 (hereinafter “Lessee”).
AMENDED CONSOLIDATED AND RESTATED COMPENSATION ALLOCATION AGREEMENTCompensation Allocation Agreement • March 10th, 2009 • Harleysville Group Inc • Fire, marine & casualty insurance • Pennsylvania
This is an Agreement (“the Agreement”) made this ___ day of ____, 2009 among Harleysville Group Inc. (hereinafter referred to as Harleysville Group) and Harleysville Mutual Insurance Company, Harleysville Life Insurance Company, Harleysville Pennland Insurance Company, Harleysville Preferred Insurance Company, Harleysville Insurance Company of New Jersey, Harleysville Atlantic Insurance Company, Harleysville Worcester Insurance Company, Harleysville Insurance Company of Ohio, Harleysville Lake States Insurance Company, Harleysville Insurance Company of New York, Mainland Insurance Company and Harleysville Insurance Company (collectively hereinafter referred to as the Harleysville Insurers), and Harleysville Services, Inc., Harleysville, Ltd. and Insurance Management Resources LP (collectively hereinafter referred to as the Non-Insurer Affiliates).
THIRD AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 14th, 2005 • Harleysville Group Inc • Fire, marine & casualty insurance
THIS THIRD AMENDMENT TO LOAN AGREEMENT (the “Amendment”) dated this 1st day of March, 2005, effective as of March 19, 2005, by and between HARLEYSVILLE GROUP INC., a corporation organized and existing under the laws of the State of Delaware with an address of 355 Maple Avenue, Harleysville, PA 19438 (the “Borrower”), and HARLEYSVILLE MUTUAL INSURANCE COMPANY, an insurance company organized and existing under the laws of the Commonwealth of Pennsylvania, with an address of 355 Maple Avenue, Harleysville, PA 19438 (the “Lender”):
TWELFTH AMENDMENT TO HARLEYSVILLE MUTUAL INSURANCE COMPANY HARLEYSVILLE PREFERRED INSURANCE COMPANY HARLEYSVILLE INSURANCE COMPANY OF NEW JERSEY HARLEYSVILLE-ATLANTIC INSURANCE COMPANY HARLEYSVILLE WORCESTER INSURANCE COMPANY HARLEYSVILLE INSURANCE...Proportional Reinsurance Agreement • March 4th, 2011 • Harleysville Group Inc • Fire, marine & casualty insurance • Pennsylvania
This Twelfth Amendment to the Proportional Reinsurance Agreement is entered into by and between HARLEYSVILLE MUTUAL INSURANCE COMPANY, HARLEYSVILLE PREFERRED INSURANCE COMPANY F/K/A HURON INSURANCE COMPANY, HARLEYSVILLE INSURANCE COMPANY OF NEW JERSEY, HARLEYSVILLE-ATLANTIC INSURANCE COMPANY, HARLEYSVILLE WORCESTER INSURANCE COMPANY F/K/A WORCESTER INSURANCE COMPANY, HARLEYSVILLE INSURANCE COMPANY OF NEW YORK F/K/A NEW YORK CASUALTY INSURANCE COMPANY, HARLEYSVILLE INSURANCE COMPANY OF OHIO F/K/A GREAT OAKS INSURANCE COMPANY, HARLEYSVILLE PENNLAND INSURANCE COMPANY F/K/A PENNLAND INSURANCE COMPANY, HARLEYSVILLE LAKE STATES INSURANCE COMPANY F/K/A LAKE STATES INSURANCE COMPANY and HARLEYSVILLE INSURANCE COMPANY F/K/A MINNESOTA FIRE AND CASUALTY COMPANY.
