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Exhibit (10)(I)(10)

TWELFTH AMENDMENT

TO

HARLEYSVILLE MUTUAL INSURANCE COMPANY

HARLEYSVILLE PREFERRED INSURANCE COMPANY

HARLEYSVILLE INSURANCE COMPANY OF NEW JERSEY

HARLEYSVILLE-ATLANTIC INSURANCE COMPANY

HARLEYSVILLE WORCESTER INSURANCE COMPANY

HARLEYSVILLE INSURANCE COMPANY OF NEW YORK

HARLEYSVILLE INSURANCE COMPANY OF OHIO

HARLEYSVILLE PENNLAND INSURANCE COMPANY

HARLEYSVILLE LAKE STATES INSURANCE COMPANY

HARLEYSVILLE INSURANCE COMPANY

PROPORTIONAL REINSURANCE AGREEMENT

This Twelfth Amendment to the Proportional Reinsurance Agreement is entered into by and between HARLEYSVILLE MUTUAL INSURANCE COMPANY, HARLEYSVILLE PREFERRED INSURANCE COMPANY F/K/A HURON INSURANCE COMPANY, HARLEYSVILLE INSURANCE COMPANY OF NEW JERSEY, HARLEYSVILLE-ATLANTIC INSURANCE COMPANY, HARLEYSVILLE WORCESTER INSURANCE COMPANY F/K/A WORCESTER INSURANCE COMPANY, HARLEYSVILLE INSURANCE COMPANY OF NEW YORK F/K/A NEW YORK CASUALTY INSURANCE COMPANY, HARLEYSVILLE INSURANCE COMPANY OF OHIO F/K/A GREAT OAKS INSURANCE COMPANY, HARLEYSVILLE PENNLAND INSURANCE COMPANY F/K/A PENNLAND INSURANCE COMPANY, HARLEYSVILLE LAKE STATES INSURANCE COMPANY F/K/A LAKE STATES INSURANCE COMPANY and HARLEYSVILLE INSURANCE COMPANY F/K/A MINNESOTA FIRE AND CASUALTY COMPANY.

This Amendment to the Proportional Reinsurance Agreement (“the Agreement”) between Harleysville Mutual Insurance Company (“HMIC”), Harleysville Preferred Insurance Company, Harleysville Insurance Company of New Jersey, Harleysville-Atlantic Insurance Company, Harleysville Worcester Insurance Company, Harleysville Insurance Company of New York, Harleysville Insurance Company of Ohio, Harleysville Pennland Insurance Company, Harleysville Lake States Insurance Company and Harleysville Insurance Company dated April 7, 1986, and amended June 30, 1987, December 30, 1988, November 22, 1989, March 19, 1990, August 9, 1993 (with revision dated August 2, 1994), March 16, 1995, March 18, 1996, March 3, 1997 (with Addendum dated March 3, 1997), March 4, 1998, January 7, 2008 and January 1, 2010 in which those companies created a common risk-sharing pool for their underwriting operations, has the following purposes:

 

 

A.

To cause HMIC to retain and not cede or retrocede, as the case may be, to the pool all workers compensation business written by HMIC and assumed by it from the other pool members with respect to all workers compensation policies that are either first effective or which renew on or after January 1, 2011 and the unearned portion of the policies in-force on January 1, 2011.


 

B.

To provide, upon the effective date of the termination of the Agreement, for the orderly run-off of all member company liabilities until the natural expiration or earlier cancellation of all policies ceded to the pool as of the termination date.

In consideration of the mutual agreements hereinafter set forth and contained in the Agreement, the parties hereby agree as follows:

 

1.

Paragraph 1.2 of Part III is deleted in its entirety and replaced by the following:

 

 

1.2

Commencing on the opening of business, HMIC will cede and the Subsidiaries will accept their proportionate share (as shown on Exhibit I) of the net liability on all insurance thereafter written by HMIC, including the net liability on the business assumed by HMIC under Paragraph 1.1 above. Notwithstanding anything in this Paragraph to the contrary, HMIC will retain, and will not cede or retrocede as the case may b


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