Exhibit 10.1

                            HARLEYSVILLE GROUP INC.
                          SUPPLEMENTAL RETIREMENT PLAN

                   AMENDED AND RESTATED AS OF MARCH 31, 2006



                              ARTICLE I - PURPOSE

     This  Supplemental  Retirement Plan (hereinafter referred to as the "Plan")
is  intended to supplement the retirement benefits payable to certain management
Employees  of  Harleysville  Group  Inc.  (hereinafter  the "Company"), from the
Pension  Plan  of  Harleysville  Group  Inc.  and Associated Employees through a
non-qualified  unfunded  deferred compensation plan. It is further intended that
this  Plan  shall  be  a  Plan  that is made available only to a select group of
management  and  highly  compensated  employees  pursuant  to  the  Employment
Retirement Income Security Act of 1974.

                            ARTICLE II - DEFINITIONS

     For  the  purposes  of  this  Plan,  the definitions found in the Company's
qualified  Pension  Plan shall govern except that the following terms shall have
the  meanings  set  forth below:

     (A)"Board" shall mean the Board of Directors of the Company.

     (B)"Committee"  shall  mean  the  Compensation  and  Personnel  Development
Committee of the Board of Directors.

     (C)"Compensation"  shall  mean,  for  Article V, average annual base salary
during  the  most  recent  five  years  prior  to  retirement or March 31, 2006,
whichever  is  earlier,  and  for Article VI, shall mean the average annual base
salary,  whether  actually  paid  or  deferred,  and  the  average amount of all
payments,  whether  actually  paid  or  deferred,  made  pursuant  to any annual
incentive  plan  of  the  Company,  during  the  most recent five years prior to
retirement or March 31, 2006, whichever is earlier.

     (D)"Pension  Plan"  means  the qualified and funded defined benefit pension
plan adopted by the Company as of January 1, 1953 and as amended thereafter from
time to time.

     (E)"Retirement"  shall  mean  termination  of  employment  under  such
circumstances  that  a  Participant is entitled to an immediate benefit from the
Pension  Plan whether or not benefits commence on such date. As set forth in the
Pension  Plan,  a  disabled  employee  is  entitled to accrue benefits under the
Pension  Plan  until  his  or  her  Normal  Retirement date. Notwithstanding the
foregoing,  the  term  "retirement"  for the purposes of this plan only shall be
deemed  to  include 1) termination of employment following a "change of control"
as defined in section 409A of the Internal Revenue Code.

     (F)  Section  16  Officer  shall  mean  the  President  or  any  individual
designated by the Board of Directors as a Section 16 Officer.

     (G)"Social  Security  Benefit" shall mean the benefit payable at age 65 for
an  age  65 employee. For retirement ages between 62 and 65, the Social Security
Benefit  will  be the benefit payable at retirement age. For retirement prior to
age  62,  the  Social  Security  Benefit  will  be the benefit payable at age 62
reduced  by 5/9 of 1% for each month that the benefit commencement date precedes
age 62.

                          ARTICLE III - ADMINISTRATION

     The  responsibility  for the implementation and administration of this Plan
is  delegated  to  the  Committee.  The  Committee  shall interpret the Plan and
establish  rules  and  regulations governing its administration. Any decision or
action  made or 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.

                          ARTICLE IV - EFFECTIVE DATES

     The Plan was adopted as of January 1, 1992, amended and restated on May 25,
1994, and amended and restated on November 17, 1999, and amended and restated as
of March 31, 2006.

                           ARTICLE V - OFFSET FORMULA

     A.  All  employees of the Company who (1) were in paygrade 20 and above and
in active employment on December 31, 1991 or (2) retired from the Company during
the  period January 1, 1989 through December 31, 1991 and were in paygrade 20 or
above,  shall  be  Participants  in the Plan and eligible for benefits under the
benefit  formula  set  forth  in Article VI.A; provided, however, that otherwise
eligible  employees  who  retired in the period January 1, 1989 through December
31,  1991  and  received  benefits  under other specialized Company supplemental
retirement programs are not eligible for participation in this Plan.

     B.  Upon his or her Retirement, a Participant meeting the qualifications of
Article  V.A  shall  be  entitled to a benefit from this plan. The amount of the
benefit  shall be (1) the benefit that a Participant would have accrued upon the
retirement  under  the  Pension  Plan  formula(s) in effect on December 31, 1988
applicable  to  that  Participant  assuming  that  such formula(s) had stayed in
effect  until  the  Participant's  Retirement,  less  (2)  the benefit which the
Participant has accrued upon Retirement under the Pension Plan formula in effect
at  the  time  of  Retirement.  All  terms and conditions of the Pension Plan in
effect  on  December  31,  1988  shall  govern  the benefit calculated under the
formula(s)  in  effect  on  said  date;  provided,  however,  that it is further
expressly  intended  that  the  calculation under (1) above shall not employ any
limit  on  compensation  required  by Section 401(a)(17) of the Internal Revenue
Code (or its equivalent) for qualified plans applicable to plan years commencing
on  or  after  January  1, 1989; and that any benefit so calculated shall not be
limited  by  the application of Section 415 of the Internal Revenue Code (or its
equivalent).

                         ARTICLE VI - STEP-RATE FORMULA

     A.  All  employees  of the Company who are in paygrade 20 and above or upon
Retirement  or on March 31, 2006, whichever is earlier, shall be Participants in
the  Plan  and eligible for benefits under the benefit formula set forth in this
Article VI.

     B.  Upon his or her Retirement, a Participant meeting the qualifications of
this  Article V.B may be entitled to a benefit from this Plan. The amount of the
benefit  shall  be  (1)  the benefit that would have accrued at Retirement or at
March  31,  2006, whichever is earlier, under the Pension Plan formula in effect
on  date  of  hire,  without  the  application of any limitation on compensation
pursuant  to Section 401(a)(17) of the Internal Revenue Code (or its equivalent)
and  without  the  application of any limitation on benefits required by Section
415  of  the Internal Revenue Code (or its equivalent) less (2) the benefit that
the  Participant  has  accrued upon Retirement under the Pension Plan formula in
effect  at  the  time  of Retirement. Notwithstanding the foregoing, the maximum
benefit ("Maximum Benefit") calculated under (1) shall be reduced, if necessary,
in  order  that  the  sum  of  (a) the Social Security Benefit, (b) the benefits
payable  under  the  Pension  Plan, and (c) the benefits payable under this Plan
shall  not  exceed  1.85%  of  a  Participant's  Compensation times the years of
service  with  the  Company  as  of March 31, 2006, up to a maximum of 25 years.

     C. The Maximum Benefit shall be reduced by the early retirement factors
that apply under the Pension Plan step-rate formula which are (8%) per year from
age 65 to age 62 and 4% per year thereafter.

     D. Notwithstanding the foregoing, if an employee is a Section 16 Officer or
has been such within the past two years, then the Maximum Benefit shall not be
reduced under "C" above if the Participant has at least twenty years of service
and retires at or after age 62, and benefits shall be reduced by 4% per year if
the Participant has at least 20 years of service and retires prior to age 62 but
no earlier than age 60. The Social Security Benefit utilized in the
determination of Maximum Benefit shall be the benefit payable at age 62. If the
benefits under this Plan commence prior to age 62, the Social Security Benefit
utilized shall be the benefit payable at 62, reduced by 5/9 of 1% for each month
that the benefit commencement date precedes age 62. The Maximum Benefit shall
further be reduced by 4% per year if retirement occurs prior to age 62 but no
earlier than age 60.

         ARTICLE VII -ELIGIBILITY FOR BENEFITS UNDER ARTICLES V AND VI

     A Participant that qualifies for benefits under both Article V and VI
receive the greater of the two benefits.

                       ARTICLE VIII - PAYMENT OF BENEFITS

     Any  benefits payable to a Participant under this Plan shall commence as of
the  date  that  benefits  commence  under the Pension Plan, be paid on the same
payment  schedule as payments under the Pension Plan, and shall be the same form
of  benefit  selected  under  the  Pension  Plan,  i.e.,  single life, joint and
survivor, etc. The surviving beneficiary, if any, of a Participant shall be the
same  as  under  the  Pension  Plan.  If  an  individual entitled to receive any
benefits  hereunder  is determined by the Committee or is adjudged to be legally
incapable of giving valid receipt and discharge for such benefits, they shall be
paid  to the duly appointed and acting guardian, if any, and if no such guardian
is  appointed  and  acting, to such persons as the Committee may designate. Such
payment  shall,  to  the  extent  made,  be deemed a complete discharge for such
payments under this Plan.

                        ARTICLE IX - SOURCE OF BENEFITS

     Benefits under this Plan shall not be prefunded, but shall be payable by
the Company when they become due from the general assets of the Company as
provided herein, and the Participant's interest in his or her benefits under
this Plan (and the interest of any beneficiary) shall not be greater than that
of an unsecured creditor of the Company. Any funds reserved by the Company to
pay any benefits due hereunder shall not be considered as held in trust for the
exclusive benefit of Participants. The Company only has a contractual obligation
to make payment of the benefit when due.

                     ARTICLE X - AMENDMENT AND TERMINATION

     The Board may at any time, or from time to time, amend this Plan in any
respect or terminate this Plan without restriction and without consent of any
Participant or beneficiary, provided, that any such amendment or termination
shall not impair the right of any Participant or any surviving beneficiary of
any then deceased Participant to receive benefits earned hereunder prior to such
amendment or termination without the consent of such Participant or such
surviving beneficiary and shall not accelerate payments. No beneficiary of a
Participant shall have any right to benefits under this Plan or any other
interest herein before becoming a surviving beneficiary.

                     ARTICLE XI -PROHIBITION OF ALIENATION

     Any  amounts  accrued  by a Participant hereunder may not be voluntarily or
involuntarily  assigned,  anticipated,  or alienated and shall not be subject to
attachment, levy or encumbrance.

                          ARTICLE XII - 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 XIII - COSTS OF THE PLAN

     The expenses incurred in administering this Plan, including any Committee
fees, any charges by the Company's independent auditors, or any other costs,
shall be borne by the Company and shall not be charged against the benefit of
any Participant.

                      ARTICLE XIV - 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 ADOPTION 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.

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

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