Exhibit 10.2


                             HARLEYSVILLE GROUP INC.
              NON-QUALIFIED EXCESS CONTRIBUTION AND MATCH PROGRAM
            --------------------------------------------------------

                   AMENDED AND RESTATED AS OF JANUARY 1, 2006


                               ARTICLE I - PURPOSE
                               -------------------

          This  Non-Qualified Excess Contribution and Match Program (hereinafter
referred  to as the "Plan") permits certain employees of Harleysville Group Inc.
(hereinafter  the  "Company"),  through  an  unfunded  non-qualified  deferred
compensation plan, to receive the full Company contribution and match that would
otherwise  have  been  available  under the Harleysville Retirement Savings Plan
(hereinafter  "  Retirement  Plan") except for the fact that full contributions,
deferrals  and  matches  are  not  available  to  such  Employees because of the
limitations  on contributions, deferrals and matches for such Employees in order
to  satisfy  the  Internal  Revenue Code.  The Plan has the further objective of
attracting  and  retaining senior management personal of superior caliber and of
affording  them  a means of participating in the overall success of the Company.

                            ARTICLE II - DEFINITIONS
                            ------------------------

     For the purposes of this Plan, the definitions found in the Retirement Plan
shall  govern  except  as  otherwise  provided  herein.

                          ARTICLE III - ADMINISTRATION
                          ----------------------------

     The  responsibility  for the implementation and administration of this Plan
is  delegated  to  the  Harleysville  Retirement  Savings  Plan  Administrative
Committee  ("Committee").The  Committee  shall  interpret the Plan and establish
rules and regulations governing its administration.  Any decision made or action
taken  by  the Committee, arising out of or in connection with the construction,
administration,  interpretation  and  effect  of  the  Plan and of its rules and
regulations,  shall  be  conclusive  and  binding  upon all Participants and any
person claiming through or under any Participant, unless otherwise determined by
the  Board  of  Directors  of  the  Company.

                           ARTICLE IV - EFFECTIVE DATE
                           ---------------------------

     The  Plan  became effective as of January 1, 1989, was amended and restated
November  17, 1999, to be effective January 1, 2000, was amended and restated as
of  January  1, 2006, and shall continue until modified or repealed by the Board
of  Directors.

                            ARTICLE V - PARTICIPATION
                            -------------------------

     Officers at paygrade 20 and above who may be eligible to participate in the
Plan  ("Participants").

                        ARTICLE VI - CONTRIBUTION CREDITS
                        ---------------------------------
     At the end of each Plan Year under the Retirement Plan, a Participant shall
be  entitled to an "excess contribution," which is an amount equal to the sum of
(1)  the excess, if any, of (a) the matching percentage otherwise payable by the
Company  under  the Retirement Plan to non-highly compensated employees times 6%
of  Participant's  base salary and annual incentive bonus earned, whether or not
actually  paid  to Participant or deferred for the Plan Year over (b) the amount
of  matching contribution that would have been credited to Participant's account
in  the  Retirement  Plan  if Participant had made the maximum legally allowable
deferral to the Retirement Plan for that year ("Matching Contribution") plus (2)
the  excess,  if  any, of (a) the non-matching contribution otherwise payable by
the  Company under the Retirement Plan to non-highly compensated Employees times
the Participant's base salary earned whether or not actually paid to Participant
or  deferred  for the Plan Year over (b) the amount of non-matching contribution
to  Participant's  account  in the Retirement Plan ("Non-Matching Contribution).
The  Participant's  interest  in  the  non-matching  contributions shall vest in
accordance  with  the  terms  of  the  Retirement  Plan.

<PAGE>

                  ARTICLE VII - PAYMENT OF EXCESS CONTRIBUTIONS
                  ---------------------------------------------

     The  excess  contributions  shall  be  credited  Participant's  account
established  by  the  Company  under  the  Company's  Non-Qualified  Deferred
Compensation  Plan.

                       ARTICLE VIII - PARTICIPANT ACCOUNTS
                       -----------------------------------

     Any excess contributions credited hereunder shall be held in an account for
the  Participant  as  set  forth  in  the  Company's  Non-Qualified  Deferred
Compensation  Plan  and  governed  by  the  provisions  set  forth  therein.

                     ARTICLE IX - PROHIBITION OF ALIENATION
                     --------------------------------------

     Any  amounts  credited  to  a  Participant  may  not  be  voluntarily  or
involuntarily  assigned,  anticipated,  or alienated and shall not be subject to
attachment,  levy  or  encumbrance.  The  right  of  the Participant to the said
amounts  shall be no greater than the right of any unsecured general creditor of
the  Company.

                            ARTICLE X - GOVERNING LAW
                            -------------------------

     The place of administration of this Plan shall be conclusively deemed to be
within  the  Commonwealth  of  Pennsylvania  and  the  validity,  construction,
interpretation, administration and effect of this Plan, and any of its rules and
regulations, and the rights of any and all persons having or claiming to have an
interest therein or thereunder, shall be governed by, and determined exclusively
and  solely  in  accordance  with  the laws of the Commonwealth of Pennsylvania.

                         ARTICLE XI - COSTS OF THE PLAN
                         ------------------------------
     The  expenses  incurred  in  administering  this Plan shall be borne by the
Company  and  shall  not  be  charged  against  the  credits  in  each  account.

<PAGE>

                      ARTICLE XII - NO EMPLOYMENT CONTRACT
                      ------------------------------------

     Neither the establishment of this Plan nor any action taken hereunder shall
be construed as giving any Participant any right to be retained in the employ of
the  Company, and all Participants shall remain subject to discharge to the same
extent  as  if  the  Plan  had  never  been  adopted.


     TO  RECORD  THE  AMENDMENT  AND  RESTATEMENT  OF THIS PLAN, THE COMPANY HAS
CAUSED  ITS AUTHORIZED OFFICERS TO AFFIX THE CORPORATE NAME AND SEAL HERETO THIS
26TH DAY OF JANUARY, 2006.


                              HARLEYSVILLE  GROUP  INC.

                                  /s/ Michael L. Browne
                              BY:-------------------------
                                   Michael L. Browne
                                   President & CEO


Attest:

/s/ Robert A. Kauffman
---------------------------------
Robert A. Kauffman, Secretary