EXHIBIT 4(A)






                            HARLEYSVILLE GROUP INC.
                           AGENCY STOCK PURCHASE PLAN
                       As Amended & Restated June 7, 2005

1.Purpose

     The  Harleysville  Group  Inc.  Agency  Stock Purchase Plan (the "Plan") is
established  by  the  Harleysville Group Inc. (the "Company") for the benefit of
the  independent insurance agencies of the Company's parent, Harleysville Mutual
Insurance  Company  ("Parent"),  and  the  Company's  affiliated  and subsidiary
insurance  companies,  which  shall  be those insurance companies 50% or more of
whose  stock  is  owned by the Company or Parent. This Plan provides an Eligible
Agency  and  its  Key  Employees,  as defined below, an opportunity to acquire a
long-term  proprietary  interest  in  the  Company  through  the purchase of the
Company  stock  at a discount from fair market value. In offering this Plan, the
Company  seeks to foster the common interests of the Company and its independent
agencies  and employees thereof in achieving long-term profitable growth for the
Company.  Accordingly,  the  Company  has  created  this Plan for the purpose of
facilitating  the purchase of and long-term holding of shares of its stock by an
Eligible  Agency  and  its  Key  Employees  and  not  for  such  Agency's or Key
Employee's  short-term  gain.  It  is  expected  that  an Eligible Agency or Key
Employee  thereof that purchases shares of stock hereunder will hold such shares
on  a  long-term  basis,  as  the  Plan  is not intended to benefit an agency or
employee  which  demonstrates  a  pattern of immediate resale of shares acquired
hereunder  and,  as discussed in Paragraph 2 below regarding eligibility, such a
pattern  of conduct will cause an otherwise Eligible Agency to become ineligible
for continued participation in the Plan.

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2.Eligibility

     (a)An  agency  designated  as  an  Eligible  Agency  by  the  Company  is
     eligible to participate in this Plan. An Eligible Agency shall be an agency
     which,  as  determined  by the Company in its discretion, is an agency that
     brings  value  to  the Company, its Parent, affiliates and subsidiaries and
     with  which the Company seeks a long term relationship. The Company, in its
     discretion,  may base eligibility on agency segmentation class or any other
     factor(s)  which  indicates  value  to  the  Company or Parent, directly or
     indirectly. Continued eligibility will be subject to the Company's periodic
     review.


     (b)An  Eligible  Agency  that  participates  in  this  Plan may direct that
     shares  purchased under this Plan from its contribution account, as defined
     below,  be  registered  as  of  the date of purchase in the name of certain
     persons  associated  with  the  agency.  Such persons shall only be (i) the
     principal  or  principals  of  an Eligible Agency that is a proprietorship,
     (ii)  the general partner or general partners of an Eligible Agency that is
     a  partnership,  (iii)  the officers and stockholders of an Eligible Agency
     that  is  a  corporation,  (iv)  employee  benefit  plans  of such entities
     established  for  the  benefit of any of the foregoing persons, and (v) key
     employees  designated  by the principal or principals of an Eligible Agency
     that  is  a  proprietorship,  the general partner or general partners of an
     Eligible  Agency  that  is  a  partnership, or the executive officers of an
     Eligible Agency that is a corporation. The Company's determination of which
     individuals  are  eligible  for direct registration under this Plan will be
     final,  conclusive  and  binding. All persons enumerated in (i) through (v)
     above  who are designated by any such Eligible Agency to participate in the
     Plan are referred to herein as "Key Employees".

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     (c)A  pattern  of  immediate  resale  of  stock acquired under this plan by
     an  Eligible  Agency  or  a  Key  Employee thereof shall be a factor in the
     Company's  determination of the Eligible Agency's continued eligibility for
     the Plan because it shows that an Eligible Agency and its Key Employees are
     not  interested  in  sharing  in  the  long  term  profitable growth of the
     Company.

3.Methods  of Payment and Amount of Contribution

     There  shall  be  three  methods  of payment to purchase stock. An Eligible
Agency  may  elect any of the payment methods individually or in combination. In
each  Subscription Period an Eligible Agency may contribute an aggregate maximum
of $12,500 toward the purchase of stock under all payment methods combined.

     (a)An  Eligible  Agency  may  elect  to  purchase  stock through deductions
     from  its  semi-monthly direct bill commission payments. Under this method,
     an  Eligible  Agency  shall  designate no less than one percent (1%) and no
     more than ten percent (10%) of the Eligible Agency's direct bill commission
     payments,  in  whole  number  increments,  to be withheld from the Eligible
     Agency's  direct  bill commission payments; provided, however, that no more
     than  $12,500  per  Subscription  Period  will  be withheld by Company from
     direct bill commission payments. Direct bill commission payments shall mean
     the  commissions  earned  and  that are actually available for payment in a
     semi-monthly  period  to  an  Eligible  Agency  for personal and commercial
     direct bill policies after all offsetting debits and credits are applied as
     determined solely from the Company's records.

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     (b)An  Eligible  Agency  may  elect  to  purchase stock during each January
     15th - July 14th Subscription Period through a deduction from the bonus, if
     any, payable to the Eligible Agency under the applicable Agency Contingency
     Plan  or  its  equivalent.  Under  this  method,  an  Eligible Agency shall
     designate  a  percentage  of  the  bonus, in whole number increments, to be
     withheld by the Company subject to a maximum of $12,500.

     (c)An  Eligible  Agency  may  elect  to  purchase  stock  through  lump sum
     payments  to  the Company. Under this method, the Eligible Agency shall pay
     to  the  Company by June 1st or December 1st a dollar amount in a lump sum.
     If  an  Eligible  Agency  is  contributing under the direct bill commission
     payment  method  under  subparagraph  (a), the total amount of any lump sum
     payments  shall not be less than $1,000 and not more than $12,500, or if an
     Eligible Agency is not enrolled under subparagraph (a), the total amount of
     any  lump  sum  payments  shall  not  be less than $1,000 and not more than
     $6,000.

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     At  the end of each Subscription Period, each Eligible Agency's direct bill
commission  payments,  if  any,  shall  be totaled and added to all lump sum and
bonus  payments,  if  any, made by such agency. Any excess over $12,500 shall be
returned  within  a reasonable time to the Eligible Agency without interest. The
amount  remaining  shall  be applied to purchase stock as specified below. If at
any  time  throughout  a Subscription Period an Eligible Agency's total payments
exceeds the maximum permitted for such agency, then upon request by the Eligible
Agency  such  excess  amount  will be returned within a reasonable period to the
Eligible Agency without interest.


4.Duration of Offer and Subscription Periods

     This  Plan shall be in effect from July 15, 2005 through and including July
31,  2015.  During  the  duration  of  the  Plan  there  will  be  twenty  (20)
"Subscription  Periods". Each Subscription Period runs from January 15th through
July 14th or from July 15th through January 14th.

5.Enrollment and Enrollment Periods

     Enrollment  for  participation  based  on  withholding  from  direct  bill
commissions  will  take place in the "Enrollment Period" which shall be from the
1st  through  14th  day of January and July of each year commencing with July of
2005.  An  Eligible  Agency  shall be sent a Subscription Agreement prior to the
beginning of the Enrollment Period. An Eligible Agency that desires to subscribe
for  the  purchase of stock through withholding from direct bill commissions for
the  following Subscription Period must file a Subscription Agreement during the
applicable Enrollment Period. Once enrolled, an Eligible Agency will continue to
participate  in the Plan for each succeeding Subscription Period until it ceases
to  be  an  Eligible  Agency  or  chooses  to


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withdraw  from  the  Plan  pursuant  to  Paragraph 9. If an Eligible Agency
desires  to  change its rate of contribution it may do so effective for the next
Subscription Period by filing a new Subscription Agreement during the Enrollment
Period for that Subscription Period. An Eligible Agency that wishes to make lump
sum purchases during a Subscription Period shall remit a lump sum to the Company
along with a supplemental Subscription Agreement for that Subscription Period by
June  1st  or  December  1st of the Subscription Period. An Eligible Agency that
wishes  to  make  a  purchase  during  the January 15th - July 14th Subscription
Period  through  designation  of  a  portion  of  its  bonus  under  the  Agency
Contingency  Plan  shall  file  a  Subscription  Agreement during the Enrollment
Period for that Subscription Period.


6.Number of Shares to be Offered

     The aggregate number of shares of common stock that may be issued under the
Plan  is  1,000  shares  which  were  registered  subsequent to the adoption and
approval  of  the Agency Stock Purchase Plan as restated on August 23, 1995. The
total  number of shares to be made available under the Plan is 500,000 shares of
capital  stock of the Company ("Stock"). In the event these registered shares of
Stock  are  subscribed  prior  to  the  expiration  of the Plan, the Plan may be
terminated in accordance with Section 14 of the Plan.


7.Subscription Price

     The  "Subscription  Price"  for each share of Stock shall be ninety percent
(90%) of the fair market value of such share on the last day of the Subscription
Period  provided,  however,  that  the  price shall never be less than $1.00 per
share  which is the par value of a share of Company Stock. The fair market value
of  a  share  shall  be the closing price as of the last day of the Subscription
Period on which a trade occurs as reported on the NASDAQ National Market System.

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8.Purchase of Shares

     The  Company  will  maintain  a  contribution  account  in the name of each
enrolled  Eligible  Agency.  As of the last day of each Subscription Period, the
total  amount  deducted  from  the Eligible Agency's direct bill commission, any
bonus  withholding,  and  any  lump sum payments, not to exceed $12,500 from all
three  sources,  will be credited to the Eligible Agency's contribution account.
At  such  time,  the amount then so credited will be divided by the Subscription
Price  for  such  Subscription  Period.  The  full  amount  of shares, including
fractional  shares,  which  results  will  then  be  allocated  to  the accounts
maintained  on the books of the Company's stock transfer agent ("Plan Accounts")
for the Eligible Agency and its Key Employees in accordance with the allocations
specified  in  the most current form regarding stock registration filed with the
Company by the Eligible Agency.


     The  Company  shall  be  entitled to rely on the most recent form regarding
stock  registration executed in accordance with rules and procedures established
by  the  Committee,  and  the  Company shall have no liability for allocation of
shares  consistent with such form. Shares will be issued in book entry form with
the  Company's  stock  transfer  agent  and  titled  in the name of the enrolled
Eligible  Agency,  or  Key  Employee,  as  the case may be. An enrolled Eligible
Agency  and  its  Key  Employees will receive a statement of account in a timely
fashion  following  the  end  of  each  Subscription  Period in which shares are
acquired.  In  the  event  the  number of shares subscribed for any Subscription
Period  exceeds  the number of shares available for sale under the Plan for such
period,  the available shares shall be allocated among all the Eligible Agencies
in proportion to their Plan Account balances.
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9.Withdrawal from the Plan

     An enrolled Eligible Agency may withdraw from the Plan at any time prior to
the  end  of a Subscription Period. At the time of withdrawal the amount of cash
credited to the Eligible Agency's Plan Account for that Subscription Period will
be  refunded  in  cash  without  interest. If an Eligible Agency withdraws, such
Eligible  Agency  may  not  resubscribe  until  after the next full Subscription
Period has elapsed.

10.Special Rules for Section 16 Officers and 5% Owners

     An  agency  which would otherwise be an Eligible Agency may not participate
in  this  Plan if the agency is subject to Section 16 of the Securities Exchange
Act  of  1934  in connection with the Company or is a 5% owner of the Company as
defined  under  Section 13 of said Act. If an Eligible Agency is enrolled in the
Plan  and becomes subject to Section 16 or a 5% owner, then such Eligible Agency
will  be deemed to have withdrawn from the Plan and all amounts credited will be
refunded in cash.


11.Termination of Agency Status

     Termination  of  agency  status  for  any  reason  shall  be  treated as an
automatic withdrawal as set forth in Section 9.

12.Assignment and Issuance of Shares

     No  Eligible  Agency  may assign its subscription or rights to subscribe to
any  other  entity  (including  its  shareholders or partners) and any attempted
assignment  shall  be void. All shares issued under this Plan shall be titled in
the  name  of  the  Eligible  Agency. Notwithstanding the foregoing, an Eligible
Agency  may permit direct registration of stock in the name of a Key Employee as
described in paragraph 8 hereof.

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13.Adjustment of and Changes in the Stock

     In  the  event  that the shares of Stock shall be changed into or exchanged
for  a  different  number  or kind of shares of stock or other securities of the
Company  or  of another corporation (whether by reason of merger, consolidation,
recapitalization,  split  up,  combination  of  shares, or otherwise), or if the
number  of  shares  of  Stock  shall  be  increased through a stock split or the
payment  of  a  stock  dividend, then there shall be substituted for or added to
each share of Stock theretofore reserved for sale under the Plan, the number and
kind of shares of stock or other securities into which each outstanding share of
Stock  shall  be so changed, or for which each such share shall be exchanged, or
to which each such share shall be entitled, as the case may be.

14.Amendment or Discontinuance of the Plan

     The Board of Directors of the Company shall have the right to amend, modify
or  terminate the Plan at any time without notice provided that no participant's
existing rights are adversely affected thereby.

15.Administration

     The  Plan shall be administered by a committee to be appointed by the Board
of  Directors  consisting  of  three employees of the Company. The committee may
from  time  to time adopt rules, regulations and procedures for carrying out the
Plan.  Interpretation  or  construction  of  any  provision  of  the Plan by the
committee shall be final and conclusive on all persons absent contrary action by
the Board of Directors.

16.Titles

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     Titles  are  provided herein for convenience only and are not to serve as a
basis for interpretation or construction of this Agreement.

17.Applicable Law

     The  Plan  shall  be  construed,  administered and governed in all respects
under the laws of the Commonwealth of Pennsylvania.
EXHIBIT  4A