0001116502-05-000419 Sample Contracts

FORM OF CHANGE IN CONTROL AGREEMENT
Control Agreement • March 14th, 2005 • Harleysville Group Inc • Fire, marine & casualty insurance • Pennsylvania

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 (A) the Chief Executive Officer, in which: (1) the factor in Section 4(c)(ii)(b) is 2.999 instead of 2.000; and (2) the period in (i) the last proviso to Section 1, (ii) the lead-in paragraph to Section 3, (iii) the lead-in paragraph to Section 3(c), and (iv) Section 4 (c) (vii), is thirty-six (36) months instead of twenty-four months, (3) the Initial Expiration Date is December 31, 2009, instead of December 31, 2007, and (4) in Section 1, the date January 1, 2008 is January 1, 2010.; and (B) its Senior Vice Presidents for Field Operations and for Personal Lines, in which: (1) the factor in Section 4(c)(ii)(b) is 1.000 instead of 2.000; and (2) the period in (i) the last proviso to Section 1, (ii) the lead-in paragraph to Section 3, (iii) the lead-in paragraph to Section 3(c), and (iv) Secti

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SECOND AMENDMENT TO LEASE AGREEMENT
Lease 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”).

THIRD AMENDMENT TO LOAN AGREEMENT
Loan 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”):

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