Exhibit 10.1


                            HARLEYSVILLE GROUP INC.

                    NON-QUALIFIED DEFERRED COMPENSATION PLAN

                   AMENDED AND RESTATED AS OF JANUARY 1, 2006

                              ARTICLE I - PURPOSES


     Harleysville  Group  Inc. (the "Company") sponsors two cash incentive plans
for  senior  management  (the Long Term Incentive Plan and the Senior Management
Incentive  Plan),  a  Non-Qualified  Salary  Deferral  Arrangement,  and  an
Non-Qualified  Excess  Contribution  and  Match  Program  for  executives  whose
benefits  under the Harleysville Retirement Savings Plan ("Retirement Plan") are
affected  by  federal  tax  law. The two incentive plans and the salary deferral
plan  permit employees eligible for those plans, if such employees are part of a
select group of management or highly compensated employees, to defer the receipt
of such compensation. The excess contribution and match plan provides a deferred
company  contribution and match if an employee, who is part of a select group of
management  or  highly  compensated  employee,  is  prevented  by  the  401(a)
compensation  limits  and  discrimination  tests,  or  401(k)  and  401(m)
discrimination  tests from obtaining a full company contribution or match in the
Company's  qualified  Retirement  Plan. This Non-Qualified Deferred Compensation
Plan  is  intended  to  provide  an administratively convenient arrangement with
consistent  rules whereby participants in these plans can: 1) defer compensation
that  would  otherwise  be  available  under  the  Company's  Senior  Management
Incentive  Plan,  Long  Term  Incentive  Plan, and Non-Qualified Salary Deferral
Arrangement,  and,  2)  achieve  earnings  commensurate  with  the  employee's
investment  risk  tolerance  on  compensation  deferred,  and, where applicable,
amounts  credited  to  an  employee  under  the  Company's  Non-Qualified Excess
Contribution  and Match Program. This Plan is intended to be made a part of each
such  plan  and  incorporated  by  reference  in  each  such plan. It is further
intended that this Plan be unfunded for tax purposes and for purposes of Title I
of  E.R.I.S.A.  This  Plan  replaces any and all previous non-qualified unfunded
deferred  compensation  plan  or  arrangements of Company for certain management
employees  of  Company.

<PAGE>

                          ARTICLE II - ADMINISTRATION

     The  responsibility  for the implementation and administration of this Plan
is delegated to the Committee which shall be the Harleysville Retirement Savings
Plan  Administrative  Committee.  The  Committee  shall  interpret  the Plan and
establish  the  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 employees
who  have  sub-accounts  established  hereunder  ("Participants") and any person
claiming  through  or  under any Participant, unless otherwise determined by the
Board  of  Directors  of  Company.

                          ARTICLE III - EFFECTIVE DATE

     The  Plan  was effective January 1, 1994, was amended and restated November
17,  1999  and  amended  and  restated  as  of  January  1,  2006.

                           ARTICLE IV - PARTICIPATION

     An  Officer  in  paygrade  20 or over may be a Participant in the Plan. All
members  of  management  entitled  to  benefit  under  a  Non-Qualified  Excess
Contribution and Match Program shall also be Participants in this Plan. To defer
compensation,  each  employee  must indicate in writing that he or she wishes to
participate  prior  to  December  31 of the Calendar Year preceding the Calendar
Year  in  which  the  compensation  to  be deferred is earned or paid, whichever
occurs  first,  unless  a  Participant becomes eligible for a plan for the first
time,  in  which  case he or she has 30 days after initial notice of eligibility
for  a  plan  to  elect  to  become  a  Participant. The Committee shall prepare
appropriate  forms and may amend them from time to time as it finds appropriate.
Upon  becoming eligible to be a participant in a plan, a prospective Participant
shall  receive  a  copy  of  this  Plan  and  the  pertinent  forms.

                   ARTICLE V - AMOUNT AND TIMING OF DEFERRALS

     A Participant may specify any amount of compensation from salary or bonus
payment to be deferred. If salary is deferred, the amount so specified shall be
deferred pro-rata throughout the specified Calendar Year and, for all deferrals,
may not be changed during the year by the Participant.

<PAGE>

                       ARTICLE VI - PARTICIPANT ACCOUNTS

     (A)Cash  equal  to any amount deferred or contributed pursuant hereto shall
be  set  aside  by  Company  and  delivered by Company to Fidelity Institutional
Retirement  Services  Company ("Fidelity") for investment in the Fidelity family
of  mutual  funds  or  in  a  self-directed  brokerage  account through Fidelity
Brokerage.  The  amounts  so  delivered  and  earnings  thereon  ("Amounts"),
nevertheless,  shall  remain  part of the general assets of the Company and said
Amounts shall be held by Fidelity in the name of Company which shall retain full
title  to  them  and  be owner and beneficiary thereof. The Amounts shall not be
considered  as held in trust for Participants and Company has only a contractual
obligation  to  make  payment of the Amounts credited to a Participant when due.
The  Amounts are subject to the claims of general creditors of the Company and a
Participant  is  only  an unsecured general creditor with regard to any Amounts.
The  Company  is  responsible  for  payment  of any taxes due on the Amounts and
Company  will  include  all the income, deductions and credits pertaining to the
Amounts  in  computing  its  taxable  income  and  financial  statements.

     (B)Amounts  credited to each Participant shall be placed into a sub-account
for each Participant by Fidelity and shall be invested by the Participant in the
Fidelity  Mutual  Fund(s) that the Committee has selected to offer or individual
securities  through  the  Fidelity Brokerage and in such increments as permitted
from  time to time under rules promulgated by Fidelity relating to institutional
retirement  investments.  It is anticipated (but not guaranteed) that the mutual
fund  selections  and  investment rules of this Plan will generally follow those
applicable to Company's Retirement Plan. A Participant shall bear all investment
risk  and  sub-account  balances for Participants shall reflect investment gains
and  losses.  All Participants will receive the current Plan rules on investing,
which  may  be  changed  by  the  Committee from time to time and which shall be
incorporated  by  reference  and be considered an integral part hereof, provided
that  such  rules shall not be inconsistent with this Plan. No participant shall
select  Harleysville  Group  Inc.  securities  as  an  investment  under  the
self-directed  brokerage  account  option.

     (C)All  sub-accounts  shall  be  valued every business day by Fidelity. The
value  as  determined  by Fidelity shall be final and binding on the Company and
Participants  and  their  beneficiaries.

     (D)Loans  are  not available from the sub-accounts.

<PAGE>

     (E)Balances  in  existing deferral accounts as of December 31, 1993 will be
transferred  to  this  Plan.


                       ARTICLE VII - PAYMENT OF BENEFITS

     Any  Amounts  shall  be  credited  to  the sub-account established for each
Participant  by  the Company and shall not be paid to the Participant until said
Participant  dies,  ceases employment having attained the age of 55 and 10 Years
of  Service  or  62  and  5  Years  of  Service  under  the  Retirement  Plan
("Retirement"),  becomes  permanently  and  totally  disabled,  or  otherwise
terminates  employment  with  the Company. At said time, the amounts credited to
the  Participant's  Sub-Account  will be paid or will commence to be paid to the
Participant by July 31st of the next year following termination of employment in
accordance  with  the  following  chart,  but in no event sooner than six months
after  termination  of  employment,  except  that  in the case of termination of
employment  for  other  than Retirement, death, or disability any amount payable
shall  be  payable  six  months  after  termination  in  a  lump  sum:

         Participant's Total
       Sub-Account Balance
     at Beginning of Distribution      Payout Period
    ------------------------------------------------
          Under $50,000                Lump Sum
          $50,000 to $200,000          5 AnnualInstallments
          $200,000 to $500,000        10 AnnualInstallments
          $500,000  to  $1,000,000    15 Annual Installments
          over $1,000,000              20 Annual  Installments

     This  schedule  shall  apply  to all funds in the sub-account regardless of
when amounts were deferred. Notwithstanding the foregoing, each Participant upon
first  becoming  eligible for the Plan (or within 30 days after the November 17,
1999 Amendment and Restatement) may elect on a one-time irrevocable basis (1) to
have  the commencement of a payout period delayed for 5 years and/or (2) to have
balances  that  are scheduled to be paid out over 5 or more years to be paid out
over  any  other  payout  period  included in the above chart. For 30 days after
November  17, 1999, Participants may also elect to retain the payout schedule in
effect  on  November  16, 1999. Annual Installments shall be equal to the figure
developed by dividing the cash value of the sub-account on the January valuation
day  each  year  (chosen  by  the  Committee) by the number of years left in the
payout  period.  The  Company  may, from time to time, adjust the balance levels
that  trigger the Payout Periods to reflect inflation. In the case of a lump sum
payment,  any reasonable valuation date selected by the Company shall be binding
on  the  Participant.

<PAGE>


     Notwithstanding  the  foregoing,  payouts  for  all  Participants,  once
commenced, shall continue in accordance with the payout schedule in existence at
commencement  of  the  payout  period.

     Payments  shall be made by Company (not by Fidelity) and are subject to all
applicable  withholding  and  related  taxes.

     In  the  event of a Participant's death prior to full payment of his or her
sub-account,  payment  will thereafter be made in accordance with the applicable
Payout  Period to the Participant's beneficiary or contingent beneficiary or, if
no  beneficiary  of  the  Participant  is then living, then to the Participant's
estate  in  a  lump  sum. A Participant's beneficiary and contingent beneficiary
shall  be that person or persons named by the Participant to be such in the most
recent written beneficiary designation executed by the Participant. In the event
a Participant becomes disabled, or, is judged incompetent, or in the judgment of
the  Committee,  unqualified  to  manage  his  or her affairs, the Committee may
direct  that  payment  to  any amounts due be made to the legal guardian of such
Participant  or, if none has been appointed, to his or her spouse or adult child
or  any  other person or any institution who is caring for such Participant; and
any  payment so made shall to the extent thereof fully release and discharge the
Committee  and  the  Company  from  any  further  liability  to the Participant.

     Notwithstanding the foregoing, the Committee may accelerate distribution of
funds  to  a Participant in the event of an unforeseeable emergency, which shall
be  defined  as  only:

     1.   a severe financial hardship to the Participant caused by an illness or
          accident of the Participant, the Participant's spouse or a dependent
          of the Participant (as defined in Code Section 152(a));

     2.   a loss of the Participant's property due to casualty; or

     3.  other  similar extraordinary and unforeseeable circumstances arising
         as a result  of  events  beyond  the  Participant's  control.

     Distribution  may not be made to the extent the unforeseeable emergency may
be relieved through reimbursement or compensation from insurance or otherwise by
liquidation  of  Participant's  assets (to the extent such liquidation would not
itself  cause severe financial hardship), or by cessation of deferrals under the
Plan.  College  tuition  or  the  costs  of purchasing a home are not considered
unforeseeable  emergencies.

     The amount withdrawn as a result of a financial hardship must be limited to
the amount reasonably needed to satisfy the emergency.

     The valuation of the Amounts on account of hardship shall be made as of the
day  the  Committee  approves  the  hardship  withdrawal.

     Payments  for  any  reason shall be drawn pro-rata from the mutual funds in
which  a  Participant  has invested his or her Amounts. For the purposes of this
paragraph, a self-directed brokerage account shall be considered a single mutual
fund.

     In  the  event  of a "Change in Control", as defined in Section 409A of the
Internal  Revenue  Code,  a  Participant will receive immediately, in cash or in
kind,  the  full  amount  of  the  balance  of  his  or  her  accounts.


                    ARTICLE VIII - AMENDMENT AND TERMINATION

     The  Company  reserves  the right to modify, amend, alter or terminate this
Plan at any time and in any way. If the Plan is terminated, all Amounts credited
to  a  Participant  will be immediately distributed, in cash or in kind, to such
Participant.

                        ARTICLE IX - BINDING ARRANGEMENT

     This  Plan  shall  be binding upon and inure to the benefit of the Company,
its  successors,  and  each  participant  and  his  or  her  heirs,  executors,
administrators  and  legal  representatives.

                     ARTICLE X - PROHIBITION OF ALIENATION

     Any  Amounts may not be voluntarily or involuntarily assigned, anticipated,
or  alienated by the Participant and shall not be subject to attachment, levy or
encumbrance  by  a  creditor of a Participant. The right of the Participant to a
sub-account  shall  be  not  greater  than  the  right  of any unsecured general
creditor  of  the  Company.

                           ARTICLE XI - 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  herein  or hereunder, shall be governed by, and determined exclusively
and  solely  in  accordance  with  the laws of the Commonwealth of Pennsylvania,
unless  pre-empted  by  the  laws  of  the  Federal  Government.

<PAGE>

                        ARTICLE XII - COSTS OF THE PLAN

     The  expenses  incurred in administering this Plan, including any Committee
fees,  taxes payable on earnings in the sub-accounts prior to distribution, fees
payable  to  Fidelity,  any charges by the Company's independent auditors, legal
fees  or any other costs, shall be borne by the Company and shall not be charged
against  the  credits  in  each  sub-account,  except  that  any  fees  for  the
self-directed brokerage account shall be paid by a Participant from funds within
his  or  her  account or otherwise and all commissions payable for activity in a
self-directed  brokerage  account  will  be  assessed  against  that  account.

                     ARTICLE XIII - 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 24TH DAY OF FEBRUARY,
2006.

                                        HARLEYSVILLE GROUP INC.

                                        By:/s/ Michael L. Browne
                                        ----------------------------
                                        Michael L. Browne
                                        President and Chief Executive Officer


ATTEST:

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