You are cordially invited to attend a special meeting (the “Special

Q. Is any other vote required before the Merger can close?A. In addition to the approval of our stockholders, in order for the Merger to be consummated, theMerger Agreement must be adopted by a majority of the votes cast by members entitled to vote ofeach of Harleysville Mutual and Nationwide Mutual. Harleysville Mutual and Nationwide Mutualare each holding a special meeting of its members to achieve this condition to closing.Q. What do I need to do now?A. After reading and considering the information contained in this proxy statement, please submityour proxy as soon as possible. You may submit your proxy by returning the enclosed proxy card.You may also submit your proxy through the Internet or by telephone. If you intend to submityour proxy by telephone or through the Internet you must do so no later than 11:59 p.m. (E.S.T.)on April 23, 2012, and if you intend to submit your proxy by mail it must be received by theCompany prior to commencement of voting at the Special Meeting. Details are outlined in theenclosed proxy card. In addition, if you hold your shares through a broker or other nominee, youmay be able to submit your proxy through the Internet or by telephone in accordance withinstructions provided by your broker or nominee.Q. What is the proposed transaction and what effects will it have on the Company?A. The proposed transaction is the merger of Harleysville Mutual with and into Nationwide Mutualimmediately followed by the merger of Merger Sub with and into the Company. As a result of theMerger, the Company will become a wholly owned subsidiary of Nationwide Mutual, and theCompany’s common stock will cease to be listed on NASDAQ, will not be publicly traded, and willbe deregistered under the Exchange Act. The Company will no longer file periodic reports withthe U.S. Securities and Exchange Commission (the ‘‘SEC’’) as a result of the deregistration of ourcommon stock under the Exchange Act.Q. If the Merger is completed, what will I receive for my shares of common stock?A. You will receive $60.00 in cash, without interest and less any applicable withholding taxes, for eachshare of common stock of the Company you own if you do not properly exercise your appraisalrights under Delaware law.Q. How are stock options treated in the Merger?A. Each outstanding option, warrant or similar right (including any related stock appreciation right),each of which is referred to herein as an ‘‘option,’’ will become fully vested as of the effective timeof the Merger regardless of the vesting schedule contained in any option agreement or any of theCompany’s stock plans. At the effective time of the Merger, after giving effect to any such vesting,each option will be cancelled and each holder of a cancelled option will be entitled to receive anamount in cash (without interest) equal to the number of shares of the Company’s common stockwith respect to which such cancelled option has not been exercised as of the cancellation of suchoption multiplied by the excess of $60.00 over the exercise price of such cancelled option (subjectto reduction to satisfy applicable withholding tax obligations).Q. How are company stock awards treated in the Merger?A. Each restricted stock award, restricted stock unit award, performance stock unit award, deferredstock unit award, and each other right, contingent or accrued, to acquire or receive shares orbenefits measured by the value of such shares, and each award of any kind consisting of sharesthat may be held, awarded, outstanding, payable or reserved for issuance under any Companystock plan, other than options (each of which is referred to herein as a ‘‘company stock award’’),13