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 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.  The  contract
with the  Company's Senior Vice President - Personal lines also  provides  for a
continuation in salary and benefits for twelve  months following any termination
of employment by the Company, other than for cause, occurring prior to  December
31, 2006, unless a change in control has previously occurred.



                                             Harleysville  Insurance
                                             355  Maple  Avenue
                                             Harleysville,  PA  19438-2297
                                             www.harleysvillegroup.com



[Name  of  Executive]
[Title]
355  Maple  Avenue
Harleysville,  PA  19438

RE:   CHANGE  IN  CONTROL  AGREEMENT

Dear  _______:

     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 the key members of the Employer's management, including yourself,
to  their  assigned duties without  the distraction arising from the possibility
of  a  change  in  control.

<PAGE>

     In  order  to  induce  you  to remain in the Employer's employ, this letter
agreement  ("Agreement")  sets  forth  the severance benefits which the Employer
agrees  will  be  provided  to  you  in  the event your employment is terminated
subsequent  to  a  "Change  in Control" (as  defined in Section 2) and under the
circumstances  described  below.

1.     Term.  This  Agreement  shall  commence  on  January  1,  2005  and shall
continue  in  effect  through December 31, 2007 (the "Initial Expiration Date");
provided,  however,  that  commencing  on  January  1,  2008, and each January 1
thereafter,  the  term of this Agreement shall automatically be extended for one
additional  year  (each,  an  "Extended Expiration Date") unless, not later than
twelve  (12)  months  prior  to  the  Initial  Expiration  Date  or any Extended
Expiration  Date,  as the case may be, the Employer shall have given notice that
it  does  not  wish  to extend this Agreement; provided, further, if a Change in
Control of the Employer shall have occurred during the original or extended term
     of  this Agreement, this Agreement shall continue in effect for a period of
twenty-four  (24)  months  beyond  the  month  in  which  such Change in Control
occurred.
2.     Change  in  Control.
For  purposes  of  this  Agreement, "Change in Control" of the Employer shall be
deemed  to  have  occurred:
          (a)  if the "beneficial ownership" (as defined in Rule 13d-3 under the
Securities  Exchange  Act  of  1934) of securities representing more than twenty
percent (20%) of the combined voting power of the Employer Voting Securities (as
herein  defined)  is  acquired  by any individual, entity or group (a "Person"),
other  than  the  Parent,  the  Employer, any trustee or other fiduciary holding
securities  under  any  employee  benefit  plan  of the Employer or an affiliate
thereof,  or  any corporation owned, directly or indirectly, by the stockholders
of  the  Employer  in  substantially  the same proportions as their ownership of
stock  of  the  Employer  (for  purposes  of  this  Agreement,  "Employer Voting
Securities"  shall  mean  the then outstanding voting securities of the Employer
entitled  to  vote  generally  in the election of directors); provided, however,
that  the  following  shall  not  constitute  a
            ---------
Change  in  Control under this paragraph (a) : (i) any acquisition pursuant to a
transaction  which complies with clauses (i), (ii) and (iii) of paragraph (c) of
this  Section 2; (ii) any acquisition of the Employer Voting Securities from the
Parent  pursuant  to a Business Combination (as herein defined) or otherwise, if
(x)  the  acquiring or resulting entity is organized in the mutual form, and (y)
persons  who  were  members  of  the  Incumbent Board (as herein defined) of the
Parent  immediately  prior to such acquisition constitute at least two-thirds of
the  members  of  the  Board  of  Directors  of the acquiring entity immediately
following  such  acquisition and (iii) any acquisition of voting securities from
the  Employer or the Parent by a person engaged in business as an underwriter of
securities  who acquires the shares through his participation in good faith in a
firm  commitment  underwriting  registered under the Securities Act of 1933; and
(iv) any acquisition otherwise within the terms of this paragraph (a) during any
period  in which Parent owns at least a majority of the combined voting power of
Employer  Voting  Securities  (the  "Parent  Control  Period"),  but  if such an
acquisition is made during a Parent Control Period by any Person and such Person
continues  to  hold  more  than 20% of the combined voting power of all Employer
Voting Securities on the first day following the termination of a Parent Control
Period, such acquisition will be deemed to have been first made on such date; or

<PAGE>

               (b)  if,  during  any  period  of  twenty-four  (24)  consecutive
months,  individuals  who,  as  of  the beginning of such period, constitute the
Board  of  Directors  of  the  Employer  or  the Parent, as the case may be (the
"Applicable  Incumbent  Board"),  cease  for any reason to constitute at least a
majority  of  the  Board of Directors of the Employer or the Parent, as the case
may  be;  provided,  however, that (x) any individual becoming a director of the
        --------
Employer  or  the Parent, as the case may be, during such period whose election,
or  nomination  for election, was approved by a vote of at least a two-thirds of
the  directors  then  comprising  the  Applicable Incumbent Board (other than in
connection  with  the  settlement  of  a  threatened  proxy  contest)  shall  be
considered  as  though  such  individual were a member of the Incumbent Board of
Directors  of  the  Employer  or  the  Parent,  as  the case may be, and (y) the
provisions  of  this paragraph (b) shall not be applicable to the composition of
the  Board  of  Directors of Parent if Parent shall cease to own at least 20% of
the  combined  voting  power  of  all  Employer  Voting  Securities;  or

               (c)  upon  consummation  by  the  Employer  of  a reorganization,
merger or consolidation or sale or other disposition of all or substantially all
of  the  assets of the Employer or the acquisition of assets or stock of another
entity  (a  "Business  Combination"),  unless,  in  any  such case,  immediately
following  such Business Combination the following three conditions are met: (i)
more  than  50%  of  the  combined  voting  power of the then outstanding voting
securities  entitled  to  vote generally in the election of directors of (x) the
corporation  resulting  from  such  Business  Combination  (the  "Surviving
Corporation"),  or  (y)  if  applicable, a corporation which as a result of such
transaction  owns  the  Employer  or  all or substantially all of the Employer's
assets  either  directly  or  through  one or more subsidiaries (the "New Parent
Corporation"),  is  represented, in either such case, directly or indirectly, by
Employer  Voting  Securities  outstanding  immediately  prior  to  such Business
Combination  (or,  if  applicable,  is  represented  by  shares  into which such
Employer  Voting  Securities  were  converted  pursuant  to  such  Business
Combination),  and  such  voting power is distributed  among the holders thereof
in  substantially  the same proportions as their ownership, immediately prior to
such Business Combination, of the Employer Voting Securities, and (ii) no Person
(excluding  any employee benefit plan (or related trust) of the Employer or such
corporation  resulting  from  such  Business  Combination)  beneficially  owns,
directly  or  indirectly,  50%  or more of the combined voting power of the then
outstanding  voting  securities  eligible  to  elect directors of the New Parent
Corporation  (or,  if  there  is  no  New  Parent  Corporation,  the  Surviving
Corporation)  except  to  the extent that such ownership of the Employer existed
prior  to the Business Combination, and (iii) at least a majority of the members
of  the board of directors of the New Parent Corporation (or, if there is no New
Parent  Corporation,  the  Surviving  Corporation)  were members of the Board of
Directors  of  the  Employer  at  the  time  of  the  execution  of  the initial
agreement,  or the action of the Board, providing for such Business Combination;
or

               (d)     Parent  affiliates  with,  or acquires by merger, a third
party  and,  as a consequence thereof, persons who were members of the Incumbent
Board  of  Parent  immediately  prior to such transaction cease to constitute at
least two-thirds of the directors of Parent following such transaction provided,
however,  that  this  paragraph  (d)  shall  not  apply  if  immediately  prior
--------
to  such  affiliation  or  merger,  Parent  does  not  own  more than 20% of the
combined  voting  power  of  Employer  Voting  Securities;  or

               (e)     upon approval by the stockholders of the Employer and all
necessary regulatory authorities of a complete liquidation or dissolution of the
Employer;  or

<PAGE>

               (f)     any  other event shall occur that would be required to be
reported  by the Employer in response to Item 6(e) of Schedule 14A of Regulation
14A  promulgated under the Exchange Act (or any provision successor thereto); or

                (g)     the  Employer  or  Parent  has entered into a management
agreement  or  similar  arrangement  pursuant  to which an entity other than the
Employer  or the Parent or the Boards of Directors or the executive officers and
management  of  the  Employer or the Parent has the power to direct or cause the
direction  of  the  management  and  policies  of  the  Employer  or the Parent;
provided,  however,  that  this  paragraph  (g)  shall  not  apply to Parent if,
--------
immediately  prior  to  entering  into  any such management agreement or similar
arrangement,  Parent  does  not own more than 20% of Employer Voting Securities.

3.     Termination  Following Change in Control.  If any of the events described
in Section 2 hereof constituting a Change in Control shall occur during the term
     hereof,  you shall be entitled to the benefits provided in Section 4 hereof
upon  the  subsequent  termination  of your employment within twenty-four months
following  such Change in Control unless such termination is (a) because of your
death  or  Retirement,  (b) by the Employer for Cause , or (c) by you other than
for  Good  Reason,  in  accordance  with  the  following:
(a)     Disability;  Retirement.
(i)     If,  as  a  result of your incapacity due to physical or mental illness,
you  shall  have  been  absent from your duties with the Employer on a full time
basis  for six (6) consecutive months and within 30 days after written notice of
termination is given you shall not have returned to the full time performance of
your  duties,  the  Employer  may  terminate  this  Agreement  for "Disability."
(ii)     Termination  of  your  employment  based  on  "Retirement"  shall  mean
termination in accordance with the Employer's retirement policy, including early
retirement, generally applicable to its salaried employees or in accordance with
any  retirement  arrangement  established with your consent with respect to you.
(b)     Cause.  The  Employer  may  terminate  your  employment  for  Cause.
Termination  by  the  Employer  of  your  employment  for  "Cause"  shall  mean
termination  upon  (A) the willful and continued failure by you to substantially
perform  your  duties  with  the Employer (other than any such failure resulting
from  your  incapacity due to physical or mental illness), or any such actual or
anticipated  failure  after  the  issuance of a Notice of Termination by you for
Good  Reason,  as  such  terms  are  defined  in  Subsections  3(d)  and  3(c),
respectively, after a written demand specifically identifies the manner in which
the Board believes that you have not substantially performed your duties, or (B)
the  willful  engaging  by  you  in conduct which is demonstrably and materially
injurious  to  the  Company,  monetarily  or  otherwise.  For  purposes  of this
paragraph,  no  act or failure to act on your part shall be considered "willful"
unless  done  or  omitted  to
<PAGE>
be  done by you not in good faith and without reasonable belief that your action
or  omission  was  in  the  best  interest of the Employer.  Notwithstanding the
foregoing,  you shall not be deemed to have been terminated for Cause unless and
until  there  shall  have  been  delivered  to you  a copy of a resolution  duly
adopted  by  the affirmative vote of not less  than three-quarters of the entire
membership  of  the  Board  of  a  meeting  of the Board called and held for the
purpose  (after  reasonable  notice  to you and an opportunity for you, together
with your counsel, to be heard before the Board) finding that, in the good faith
opinion  of the Board, you were guilty of conduct set forth above and specifying
the  particulars  thereof  in  detail.
(c)     Good  Reason.  You  may terminate your  employment for Good Reason.  For
purposes  of  this  Agreement, "Good Reason" shall mean, within twenty four (24)
months following any Change in Control and without your express written consent:
(i)     the  assignment  to  you of any duties inconsistent with your positions,
duties,  responsibilities  and  status  with the Employer immediately prior to a
Change  in  Control  or  a  change in your reporting responsibilities, titles or
offices as in effect immediately prior to a Change in Control, or any removal of
you  from  or  any  failure  to re-elect you to any of such positions, except in
connection  with  the  termination  of  your  employment  for Cause, Disability,
Retirement  or  by  you other than for Good Reason or as a result of your death;
(ii)     a  reduction  in  your base salary under the Employer's Wage and Salary
Program in effect immediately prior to a Change in Control or as the same may be
increased  from  time  to  time  thereafter;
(iii)     a  failure  by  the  Employer  (A) to continue its executive incentive
plans,  as  the  same  may  be  amended  or  modified  from  time  to  time  but
substantially  in  the  form  in effect immediately prior to a Change in Control
("Program"),  or failure by the Employer to continue you as a participant in the
Program  on  at  least  the  basis  in  effect immediately preceding a Change in
Control,  provided  that  the  failure  to  continue  any  one  or  more  plans
constituting  the Program, or to continue you in any one or more plans shall not
constitute Good Reason as long as, after giving effect to any such changes,  the
aggregate  of  the compensation which may be earned by you and the circumstances
under which such amounts may be earned  are substantially comparable, taken as a
whole,  as the Program, or (B) to pay you any installment of a previous award or
of deferred compensation, if any, under the Program or any deferred compensation
program  in  which  you  participated  immediately prior to a Change in Control;
<PAGE>

(iv)     the Employer requiring you to be based anywhere other than within fifty
(50)  miles  of  the  office  in Harleysville, Pennsylvania, except for required
travel  on  business  to  an  extent  substantially consistent with the business
travel  obligations  you  experienced immediately preceding a Change in Control;
(v)     the  failure  by  the  Employer  to  continue  in  effect any benefit or
compensation  plan  or  arrangement,  in which you are participating immediately
preceding  Change  in  Control,  the  taking  of  any action by the Employer not
required by law which would adversely affect your participation in or materially
reduce  your  benefits  under  any  of such plans or deprive you of any material
fringe  benefit  enjoyed  by  you  at  the  time of the Change in Control or the
failure  by  the  Employer to provide you with the number of paid vacation days,
holidays and personal days to which you are then entitled in accordance with the
Employer's  normal  leave  policy  in  effect  immediately preceding a Change in
Control;  provided,  however,  that  the  failure  to
            --------
continue any plan or benefit or the taking of any action which adversely affects
your  participation  in,  or  materially reduces your benefits under any plan or
deprives  you of any material fringe benefit shall not be Good Reason under this
Section  3(c)(v)  if  the failure to continue or other action applies equally to
all  employees  or  executives  covered  by  the  plan  or  benefit.
(vi)     the  failure  of the Employer to obtain the assumption of the agreement
to  perform this Agreement by any successor as contemplated in Section 5 hereof;
or
(vii)     any  purported termination of your employment by the Employer which is
not  effected pursuant to a Notice of Termination satisfying the requirements of
subparagraph  (d)  below  (and,  if  applicable,  subparagraph (b) above).  Your
continued employment shall not constitute consent to, or a waiver of rights with
respect  to,  any  circumstance  constituting  Good  Reason  hereunder.
(d)     Notice  of  Termination.  Any  termination  by  the Employer pursuant to
subparagraphs  (a) or (b), above, or by you pursuant to subparagraph (c), above,
shall  be  communicated  by  a  written Notice of Termination to the other party
hereto.  For  purposes of this Agreement, a "Notice of Termination" shall mean a
notice which shall indicate the specific termination provision in this Agreement
relied  upon  and  shall  set  forth,  in  reasonable  detail,  the  facts  and
circumstances  claimed  to  provide  a  basis for termination of your employment
under  the  provision  so  indicated.
(e)     Date  of  Termination.  "Date  of  Termination"  shall  mean (A) if this
Agreement  is  terminated for Disability, 30 days after Notice of Termination is
given  (provided  that  you  shall  not have returned to the performance of your
duties  on  a  full-time  basis  during  such  30-day
<PAGE>
     period), (B) if your employment is terminated pursuant to subparagraph (c),
above,  the  date  specified  in  the  Notice  of  Termination  and  (C) if your
employment  is  terminated  for  any other reason, the date on which a Notice of
Termination  is  given;  provided  that,  if  within 30 days after any Notice of
Termination  is  given,  the  party  receiving  such Notice of Termination gives
notice  to  the  other  party,  other  than  in Bad Faith, that a dispute exists
concerning  the  termination  and  the party giving such Notice shall pursue his
claim  diligently  and in other than Bad Faith, the Date of Termination shall be
the  date  on  which  the  dispute is finally resolved, either by mutual written
agreement of the parties, by a binding and final arbitration award or by a final
judgement,  order  or  decree of a court of competent jurisdiction (the time for
appeal  therefrom  having expired and no appeal having been perfected).  As used
in  this  Agreement,  "Bad  Faith"  shall  mean  that  a dispute was asserted or
maintained  by  you  (i)  for  an  improper  purpose, such as to harass or cause
unnecessary  delay  or  needlessly increase the cost of resolution, or (ii) on a
basis  not  warranted  by  existing  law  or  a  non-frivolous  argument for the
extension, modification, or reversal of existing law or the establishment of new
law,  or (iii) in the absence of evidentiary support (unless evidentiary support
was  reasonably  likely  to  exist after investigation or discovery).  Bad Faith
shall  only  be  determined  to  exist  for  purposes  of  this Agreement if the
arbitrator  selected  pursuant  to  Section  10  hereof makes a specific finding
thereof  in  his  award.

4.     Compensation  Upon Termination Or During Disability Following A Change In
Control.
(a)     During any period following a Change in Control that you fail to perform
your  duties  hereunder  as  a  result  of  incapacity due to physical or mental
illness, you shall continue to receive your full base salary at the rate then in
effect  and  any  installments  of deferred portions of awards under the Program
paid  during  such  period  until  your  employment  is  terminated  pursuant to
paragraph  3(a)  hereof.  Thereafter,  your  benefits  shall  be  determined  in
accordance with the Employer's Long-Term Disability Plan, or any substitute plan
then  in  effect.
(b)     If,  following  a Change in Control, you terminate your employment other
than  for  Good  Reason  or  your  employment shall be terminated for Cause, the
Employer  shall pay you your full base salary through the Date of Termination at
the  rate  in  effect  at the time Notice of Termination is given plus all other
amounts  to  which  you  are  entitled  under  any compensation plan, the annual
incentive  plan,  long-term incentive plan, or stock option plan of the Employer
at  the  time  such  payments  are  due  and  the Employer shall have no further
obligation  to  you.
(c)     If,  following  a  Change  in Control, the Employer shall terminate your
employment  other  than  pursuant  to  paragraph  (a)  or  (b)  hereof or if you
<PAGE>

     shall  terminate  your  employment for Good Reason, then the Employer shall
pay  to  you  as  severance pay in a lump sum on the thirtieth day following the
Date  of  Termination,  the  following  amounts:
(i)     your  full  base  salary  through the Date of Termination at the rate in
effect  at  the  time  Notice of Termination is given and an amount equal to the
amount, if any, of the deferred portion of any awards which have been awarded to
you  pursuant  to  the  Program  but which have not yet been paid to you and the
amount  of Deferred Compensation, if any, under the Program which has accrued to
your  account;  and
(ii)     in lieu of any further salary payments to you for periods subsequent to
the  Date  of  Termination,  an amount equal to the product of (a) the higher of
your  annual  base salary in effect as of (i) the date of the Change in Control,
and  (ii)  the  Date  of  Termination,  plus the average target awards under any
annual  incentive  plan  for  the last three years, multiplied by (b) the number
2.000;  and
(iii)     in  lieu  of  payments of any type under any long-term incentive plan,
and  to  the  extent not covered by any other subsection of this Section 4(c), a
cash  amount  equal  to  the  sum  of  the  target  bonuses,  pro-rated  on  a
month-completed basis, for all long-term incentive plan periods in which you are
currently participating plus any incentive compensation which has been allocated
or awarded to you for a fiscal year or other measuring period preceding the Date
of  Termination  but has not yet been paid.  If all or part of a target award is
comprised  of shares of Employer's stock, the amount paid in cash shall be equal
to  the  fair market value of the stock at the beginning of the plan period; and
(iv)     to  the  extent  you  may not legally exercise any stock options at the
time  of  Change  of  Control,  then  in  lieu of shares of stock of the Company
otherwise  issuable  upon exercise of stock options ("Options"), if any, granted
to  you  under the Employer's Equity Incentive Plan or other plan then in effect
(which  Options  shall  be  cancelled upon the making of the payment referred to
below),  you  shall  receive  an  amount  in  cash equal to the aggregate spread
between the exercise prices of all Options held by you and the higher of (a) the
highest  closing  price  of  the  stock subject to the Options during the twelve
months  immediately  preceding the Date of Termination, or (b) the highest price
per  share  actually  paid  in  connection with any Change in Control including,
without limitation, prices paid in any subsequent merger or combination with any
entity  that acquires control (the higher price being hereinafter referred to as
the  Termination  Price");  and
<PAGE>

(v)     in  the  event  that  any  payments  made to you under this Agreement or
otherwise (the "Payments") are subject to the excise tax imposed by Section 4999
of the Internal Revenue Code (the "Excise Tax"), then the Employer shall pay you
an additional amount ("Gross Up") such that the net amount retained by you after
deduction  of  any  Excise  Tax on the Payments and any Federal, State and local
income  taxes  and  Excise  Tax  upon  the payments provided for by this Section
4(c)(v)  shall  be  equal  to  the  total value of the Payments at the time such
payments  are  to  be  made.  For  the avoidance of doubt, this Section 4(c) (v)
shall  not  provide you any additional amounts in respect of Federal, State, and
local  income  taxes  payable  by  you on amounts payable to you under any other
section  of  this Agreement. For purposes of determining the amount of the Gross
Up,  you  shall  be  deemed  to pay Federal, State and local income taxes at the
highest  marginal  rate of taxation in the calendar year in which the Payment is
to  be  made.  State  and  local income taxes shall be determined based upon the
state  and  locality  of  your  domicile  on  the  Date  of  Termination.  The
determination of whether such Excise Tax is payable, the amount thereof, and the
Gross Up shall be based upon the opinion of tax counsel selected by the Employer
and  acceptable to you.  If such opinion is not finally accepted by the IRS upon
audit, then appropriate adjustments shall be computed (without interest but with
Gross  Up, if applicable) by such tax counsel based upon the final amount of the
Excise  Tax so determined.  The amount shall be paid by the appropriate party in
one  lump cash sum within 30 days of such computation.  Notwithstanding anything
to  the  contrary  in  this Section 4(c)(v), if the Payments would be subject to
excise  tax  pursuant  to Section 4999 of the Internal Revenue Code (the "Code")
(or any similar federal or state excise tax), but would not be so subject if the
total of such Payments would be reduced by 10% or less, then such Payments shall
be  reduced  by  the minimum amount necessary so as not to cause the Employer to
have  paid  an  Excess Parachute Payment as defined in Section 280G(b)(1) of the
Code  and  so  you will not be subject to Excise Tax pursuant to Section 4999 of
the Code.  The calculation of any potential reduction pursuant to this paragraph
or any disputes related thereto shall be made as described above with respect to
the  calculation  of the Gross Up.  In the event that the amount of any Payments
that  would  be  payable  to  or  for  your benefit under this Agreement must be
modified  or  reduced  to  comply  with  this  provision, you shall direct which
Payments are to be modified or reduced; provided, however, that no change in the
amount  of  any  Payment  or  change  in the timing of the Payment shall be made
without  the  consent  of the Employer.  In no event shall the total Payments be
reduced  by  more  than  10%  in order to avoid treatment as an Excess Parachute
Payment;  and
<PAGE>
(vi)     the Employer shall pay all legal fees and expenses incurred by you as a
result  of  such  termination  (including  all  such  fees and expenses, if any,
incurred in contesting or disputing any such termination or in seeking to obtain
or enforce any right or benefit provided by this Agreement or in connection with
any  tax  audit  or  proceeding to the extent attributable to the application of
Section 4999 of the Code to any payment or benefit hereunder).  Reimbursement of
such  legal  fees  and expenses shall be made on a regular and periodic basis by
the  Employer upon your presentation to the Employer of a statement of such fees
and  expenses prepared by your counsel under standard and customary methods; and
(vii)     the  Employer  shall  maintain  in  full  force  and  effect, for your
continued benefit for twenty-four (24) months after the Date of Termination, all
employee health and welfare benefit plans, programs or arrangements in which you
were  entitled  to  participate  immediately  prior  to the Date of Termination,
including,  without  limitation,  medical and dental, life, disability, accident
and  death  insurance  plans,  provided your continued participation is possible
under the general terms and provisions of such plans and programs.  In the event
that  your  participation  in  any  such plan or program is barred, the Employer
shall  arrange to provide you with benefits substantially similar to those which
you  would  have been entitled to receive under such plans and programs.  Except
for  any  insurance  policy used by the Employer to fund any Rabbi Trust, at the
end of the period of coverage, you shall have the option to have assigned to you
at  no  cost  and  with  no  apportionment  of  prepaid premiums, any assignable
insurance  policy  owned  by  the  Employer  immediately preceding the Change in
Control;  and
(d)     You shall not be required to mitigate the amount of any payment provided
for  in  this  Section 4 by seeking other employment or otherwise, nor shall the
amount  of  any  payment or benefit provided for in this Section 4 be reduced by
any  compensation  earned  by  you  or  benefits  including  retirement benefits
provided  to  you as the result of employment by another employer after the Date
of  Termination  or  otherwise.
(e)     In  addition to all other amounts payable to you under Section 4, and to
the  extent  not  payable by reason of the other provisions hereof, you shall be
entitled  to  receive  all  benefits  which  have  accrued  through  the Date of
Termination  and  are  payable  to  you  under  the Extra Compensation Plan, the
Supplemental  Retirement  Plan,  the  Pension  Plan,  the Non-Qualified Deferred
Compensation  Plan  and  any  other  plan  or  agreement  relating to retirement
benefits.
<PAGE>

5.     Successors'  Binding  Agreement.
(a)     The  Employer will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business  and/or  assets  of  the  Employer,  by agreement in form and substance
reasonably  satisfactory  to  you, to expressly assume and agree to perform this
Agreement  in  the same manner and to the same extent that the Employer would be
required to perform it if no such succession had taken place.  The Employer will
also  obtain  agreement  from  such  successor  that  it  will  not exercise its
non-renewal  option  at  any time within one year from the date of the Change in
Control.  Failure  of  the  Employer  to  obtain  such  agreement  prior  to the
effectiveness  of  any  such  succession shall be a breach of this Agreement and
shall  entitle  you  to compensation from the Employer in the same amount and on
the  same  terms  as  you  would  be  entitled  hereunder if you terminated your
employment  for  Good  Reason,  except  that  for  purposes  of implementing the
foregoing,  the  date  on  which  any such succession becomes effective shall be
deemed the Date of Termination.  As used in the Agreement, "Employer" shall mean
the  Employer  as  hereinbefore defined and any successor to its business and/or
assets  as  aforesaid  which executes and delivers the agreement provided for in
this  Section 5 or which otherwise becomes bound by all the terms and provisions
of  this  Agreement  by  operation  of  law.
(b)     This  Agreement shall inure to the benefit of and be enforceable by your
personal or legal representatives, executors, administrators, successors, heirs,
distributees,  devisees and legatees.  If you should die while any amounts would
still  be  payable  to  you  hereunder  if  you  had continued to live, all such
amounts,  unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to your devisee, legatee, or other designee or, if there
be  no  such  designee,  to  your  estate.
6.     Notice.  For  the  purposes  of  this  Agreement,  notices  and all other
communications  provided  for  in the Agreement shall be in writing and shall be
deemed  to  have  been  duly  given  when  delivered  or mailed by United States
registered  mail,  return  receipt  requested, postage prepaid, addressed to the
respective  addresses  set  forth  on the first page of this Agreement, provided
that  all  notices  to  the  Employer  shall be directed to the attention of the
Corporate  Secretary or to such other address as either party may have furnished
to the other in writing in accordance herewith, except that notices of change of
     address  shall  be  effective  only  upon  receipt.
7.     Miscellaneous.  No  provisions  of this Agreement may be modified, waived
or  discharged  unless  such  waiver,  modification or discharge is agreed to in
writing  and  signed  by you and such officer as may be authorized by the Board.
No  waiver  by  either party hereto at any time of any breach by the other party
hereto  of or compliance with any condition or provision of this Agreement to be
performed  by such other party shall be deemed a waiver of similar or dissimilar
provision  or  conditions  at  the  same or at any prior or subsequent time.  No
agreements  or  representations,  oral  or  otherwise,  express or implied, with
respect  to  the  subject matter hereof have been made by either party which are
not  set  forth  expressly  in  the  Agreement.  This
<PAGE>
Agreement  supersedes,  in  all  respects,  the Employment Agreement between the
Employer  and  you  dated  July  1,  1999;  such  Employment  Agreement shall be
terminated  and  of  no  further force or effect effective the commencement date
hereof;  and  from  and after the commencement date hereof you irrevocably waive
all rights under such Employment Agreement or arising therefrom.  It is intended
that  the  benefits  payable  hereunder shall be considered paid to you for your
past services to the Employer and continuing services from the date hereof.  Any
payment  provided  for hereunder shall be paid net of any applicable withholding
required  under  Federal, State and local law.  No termination of this Agreement
shall  terminate  the  Employer's  obligation  to  complete  the payments of all
amounts  and  benefits  to  which  you  became  entitled,  by  operation  of the
provisions  hereof,  prior  to  expiration  hereof.  This  is  not an employment
agreement;  you  remain  an  employee  at  will; in the event your employment is
terminated  prior to a Change in Control for any reason or no reason, no amounts
are  payable  to  you by reason of this Agreement. The validity, interpretation,
construction  and  performance  of  this  Agreement  shall  be  governed  by the
substantive  law  of  the  Commonwealth  of  Pennsylvania.
8.     Validity.  The  invalidity  or unenforceability of any provisions of this
Agreement  shall  not  affect  the  validity  of  enforceability  of  any  other
provisions  of  this  Agreement,  which  shall  remain in full force and effect.
9.     Counterparts.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  each  of which shall be deemed to be an original but all of which
together  will  constitute  one  and  the  same  instrument.
10.     Arbitration.  Any  dispute or controversy arising under or in connection
with  this Agreement shall be settled exclusively by arbitration before a single
arbitrator in the Commonwealth of Pennsylvania in accordance with the Commercial
     Rules  of  the  American  Arbitration  Association  then  in  effect.
Notwithstanding  the  pendancy  of any such dispute or controversy, the Employer
will  continue  to  pay  your full compensation in effect when the notice giving
rise  to  the  dispute was given (including, but not limited to, base salary and
installments  under  the  Program) and, to the extent permitted by law, continue
you  as a participant in all compensation, benefits and insurance plans in which
you  were  participating  when  the notice giving rise to the dispute was given,
until  the dispute is finally resolved in accordance with paragraph 3(e) hereof.
Amounts  paid  under  the  previous  sentence shall be offset against, and shall
reduce,  any  other  amounts  due  under  this  Agreement.  If  the  Employer is
successful  in  the arbitration and the arbitrator makes a specific finding that
the  controversy was commenced or maintained in Bad Faith, then all amounts paid
to  you  pursuant to Section 4(c)(vi) and the second sentence of this Section 10
shall  be  repaid  by  you to the Employer within thirty (30) days of the award.
Judgment  may  be  entered  on  the  arbitrator's  award  in  any  court  having
jurisdiction;  provided,  however,  that  you shall be entitled to seek specific
performance  of  your  right  to  be  paid  until the Date of Termination during
pendancy  of any dispute or controversy arising under or in connection with this
Agreement.
                                    Very  truly  yours,

                                    HARLEYSVILLE  GROUP,  INC.



     By   /s/Michael  L.  Browne
                                         ---------------------
                                         Michael  L.  Browne
                                         Chief  Executive  Officer


------------------------------
     NAME  OF  EMPLOYEE


AGREED  TO  THIS  _______________  DAY

OF  __________________________________