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

closing of the Mergers, including that Nationwide Mutual would not require a financingcondition, and determined that, in their judgment, there is a high likelihood that the Mergerswill be completed.• The Reputation and Business Practices of Nationwide Mutual. The Boards recognized that, relativeto other potential purchasers for Harleysville, Nationwide Mutual has a corporate culture andbusiness practices highly compatible with those of Harleysville.• The Nationwide Mutual and Harleysville businesses are complementary, not competitive. The Boardsrecognized that Nationwide Mutual’s existing insurance business is complimentary to and notcompetitive with Harleysville’s operations, and vice versa, and a combination with NationwideMutual could potentially grow Harleysville’s brands.• Nationwide Mutual’s Intentions for the Operations of Harleysville. The Boards consideredNationwide Mutual’s commitments with respect to Harleysville’s business, operations, brand,employees and community which included the following:• for two years following the closing of the Mergers, not making major operational changes inHarleysville East (as such term is defined in the Merger Agreement) to core businessfunctions of Harleysville’s property and casualty business;• for two years following the closing of the Mergers, continuing to utilize in Harleysville Eastthe Harleysville brand with respect to certain lines of property and casualty insurance andinsurance products;• for two years following the closing of the Mergers, substantially maintaining or exceedingthe overall number of employees, as of the date of the Merger Agreement, at theCompany’s headquarters and not causing a reduction in force to occur at the Worcester,Massachusetts location;• for two years following the closing of the Mergers, substantially maintaining or improvingphilanthropic and charitable contribution activities consistent with past practice sinceSeptember 30, 2010;• taking certain actions with respect to integrating Harleysville’s employees with NationwideMutual’s employee benefit plans; and• paying the unpaid portion of the 2011 target incentive compensation to each eligibleemployee of Harleysville and retaining and paying retention bonuses to certain executiveofficers of Harleysville.• The Terms of the Merger Agreement. The Boards considered all of the terms and conditions of theMerger Agreement, including among other things, the representations, warranties, covenants andagreements of the parties, the conditions to closing, the form of the consideration for theMergers and the structure of the termination rights, and the fact that the Merger Agreementwas agreed to after an arm’s-length negotiation.• The Advice of Financial Advisors. The Boards considered the respective opinions of Griffin andKBW with respect to the fairness of the Mergers, as well as the views of Credit Suisse regardingthe Mergers, including the view of Credit Suisse that, subject to customary assumptions,qualifications and other matters described in its presentation to the Boards, the Mergersappeared to Credit Suisse to be consistent with the financial aspects of the objectives of theBoards that had been articulated to Credit Suisse.41