X0305 4 2012-05-01 1 0000792013 HARLEYSVILLE GROUP INC HGIC 0001329996 Toth Kevin M 355 MAPLE AVENUE HARLEYSVILLE PA 19438 0 1 0 0 Sr.VP & Chief Undewriting Off. Common Stock 2012-05-01 4 D 0 21211 60 D 0 D RSU (Performance-based) 0 2012-05-01 4 D 0 3235 60 D Common Stock 3235 0 D Stock Option (Right-to-Buy) 34.76 2012-05-01 4 D 0 8520 25.24 D Common Stock 8520 0 D Stock Option (Right-to-Buy) 34.5 2012-05-01 4 D 0 10870 25.5 D Common Stock 10870 0 D Stock Option (Right-to-Buy) 29.18 2012-05-01 4 D 0 11387 30.82 D Common Stock 11387 0 D Stock Option (Right-to-Buy) 33.94 2012-05-01 4 D 0 18520 26.06 D Common Stock 18520 0 D Stock Option (Right-to-Buy) 36.51 2012-05-01 4 D 0 15885 23.49 D Common Stock 15885 0 D Shares of Harleysville Group common stock were cancelled and converted, pursuant to the Agreement and Plan of Merger dated September 28, 2011, by and among Harleysville Mutual, Nationwide Mutual, Nationals Sub, Inc. and Harleysville Group Inc., providing for the merger of Harleysville Mutual with and into Nationwide Mutual and Harleysville Group, Inc. with and into Nationals Sub, Inc. (the "Subsidiary Merger"), into the right to receive $60.00 in cash per share. These RSUs vested at target at the effective time of the Subsidiary Merger and were then cancelled and converted into the right to receive a cash payment of $60.00 per share. At the time of the Subsidiary Merger, all stock options vested, were cancelled and converted into the right to receive a cash payment per share equal to the excess of (a) $60.00 minus (b) the exercise price payable with respect to such share of common stock subject to such option. /s/ Michael D. Keffer, as Attorney-in-Fact 2012-05-03