Exhibit 10.2
HARLEYSVILLE GROUP INC.
NON-QUALIFIED EXCESS CONTRIBUTION AND MATCH PROGRAM
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AMENDED AND RESTATED AS OF JANUARY 1, 2006
ARTICLE I - PURPOSE
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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
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For the purposes of this Plan, the definitions found in the Retirement Plan
shall govern except as otherwise provided herein.
ARTICLE III - ADMINISTRATION
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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
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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of January 1, 2006, and shall continue until modified or repealed by the Board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
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Officers at paygrade 20 and above who may be eligible to participate in the
Plan ("Participants").
ARTICLE VI - CONTRIBUTION CREDITS
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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.
ARTICLE VII - PAYMENT OF EXCESS CONTRIBUTIONS
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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
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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
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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
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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
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The expenses incurred in administering this Plan shall be borne by the
Company and shall not be charged against the credits in each account.
ARTICLE XII - NO EMPLOYMENT CONTRACT
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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
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Robert A. Kauffman, Secretary