BROWNE MICHAEL L 4

4 · HARLEYSVILLE GROUP INC · Filed Feb 22, 2011

Form 4

Period: 2011-02-17

DirectorPresident & CEO

Transactions

Award
Common Stock
2011-02-17+10,360→ 188,518 total
Award
Performance Units
2011-02-17+10,360→ 10,360 total
Exp: 2014-02-17→ Common Stock (10,360 underlying)
Award
Employee Stock Option Right-to-Buy
2011-02-17+114,230→ 114,230 total
Exercise: $36.51Exp: 2021-02-17→ Common Stock (114,230 underlying)

Footnotes (4)

[F1]Represents an award of time-based restricted stock units granted under the Harleysville Group Inc. Equity Incentive Plan. Each unit represents a contingent right to receive one share of HGI common stock.
[F2]Total includes 242.646 shares acquired on January 14, 2011 through participation in the Harleysville Group Inc. Employee Stock Purchase Plan.
[F3]The option vests in 3 equal annual installments beginning on February 17, 2012.
[F4]Represents performance-based restricted stock unit award at target. The performance period will end December 31, 2013, and the actual number of shares to be issued will be determined after such date based upon the achievement of identified performance goals. Each unit represents the contingent right to acquire one share of common stock.

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