Exhibit
10.2a

    


    SELECTIVE
INSURANCE COMPANY OF AMERICA

    DEFERRED
COMPENSATION PLAN (2005)

    


    AMENDMENT
NO. 1

    


    THIS
AMENDMENT No. 1 is made by Selective Insurance Company of America (the “Company”) to the Selective
Insurance Company of America Deferred Compensation Plan (2005) (the “Plan”).

     

    WITNESSETH:

     

    WHEREAS,
the Company established the Plan, effective as of January 1, 2005, to provide
supplemental deferred compensation benefits to a select group of management or
highly compensated employees of the Company and its affiliates that adopt the
Plan; and

     

    WHEREAS,
the Company wishes to amend the Plan to provide for full vesting of the matching
contribution accounts of participants whose employment with the Company and its
affiliates is involuntarily terminated on or about February 2, 2008 in
connection with the 2008 Transition Program; and

     

    WHEREAS,
the Company wishes to further amend the Plan to provide for accelerated vesting
of a participant’s matching contribution account upon his or her death,
disability or attainment of age 65 while still employed by the Company or its
affiliates;  and

     

    WHEREAS,
the Company wishes to further amend the Plan to provide that, unless a
participant makes a separate election with respect to the payment of his or her
account upon his or her death in-service, distribution of the participant’s
account will be made in a single lump sum following his or her death;
and


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    WHEREAS,
the Company wishes to further amend the Plan to provide that, prior to January
1, 2009, to the extent permitted by the administrator and consistent with
transition relief promulgated under Section 409A of the Internal Revenue Code of
1986, as amended, participants may make changes to the commencement date or form
of distribution of their accounts without regard to the limitations set forth in
Section 8 of the Plan; and

     

    WHEREAS,
the Company may amend the Plan at any time in writing pursuant to Section 20(a)
thereof;

     

    NOW,
THEREFORE, the Company hereby amends the Plan as set forth below, and directs
that a copy of this Amendment No. 1 be delivered to the administrator of the
Plan.

     

    1.           
Effective as of January 1, 2005, Section 7(a) is hereby amended by adding the
following at the end thereof:

     

    If the
Participant does not make a separate election designating the time and form of
payment of his Account upon a Separation of Service resulting from death, then,
upon the Participant’s Separation from Service resulting from death, his Account
shall be distributed to his Beneficiary in a single lump sum.

     

    2.           Effective
as of January 1, 2007, Section 8 is hereby amended by designating the current
text as paragraph (a), entitled “General,” and by
adding a new paragraph (b) as follows:

     

    (b)           Changes During Section 409A
Transition Period.  Notwithstanding anything in the Plan to the
contrary, pursuant to transition relief promulgated under Section 409A of the
Code, including Internal Revenue Service Notices 2005-1, 2006-79 and 2007-86, at
any time prior to January 1, 2009, if and to the extent permitted by the
Administrator, a Participant may change the commencement date or form of a
scheduled In-Service Distribution or Separation Distribution by filing with the
Administrator an election change in such form as may be prescribed by the
Administrator; provided, however, that such election may only apply to amounts
that would not otherwise be payable in the calendar year in which the election
change is made, and may not cause an amount to be paid in the calendar year in
which the election change is made that would not otherwise be payable in such
calendar year.

     

    3.           Effective
as of January 1, 2008, Section 9(b) is hereby amended by replacing the last
sentence thereof with the following:

     

    Notwithstanding
the foregoing, any unvested portion of a Participant’s Matching Contribution
Account will become fully vested in the event of the occurrence of any of the
following events before the Participant’s Separation from Service: (i) a Change
of Control; (ii) the attainment by the Participant of age sixty-five (65); (iii)
the Participant’s incurring a Disability; or (iv) the death of the
Participant.


    
      
         


      

      
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    4.           Effective
as of January 1, 2005, Section 12(b) is hereby deleted in its entirety and
replaced with the following:

     

    (b)           Separation
Distributions.  A Participant’s vested Account balance shall be
distributed in accordance with his Separation Distribution elections upon the
Participant’s Separation from Service; provided however that Separation
Distributions shall be made in a single lump sum and not in the form of
installment payments elected by the Participant if (1) the Participant’s total
vested Account balance under the Plan as of the date of his Separation from
Service (excluding any amounts which the Participant has elected to be paid as
In-Service Distributions), when aggregated with his total vested account balance
under the Old Plan, is less than $50,000; or (2) the Participant dies prior to
his Separation from Service without having made a separate election designating
the time and form of payment for distribution of his Account upon his
death.

     

    5.           Effective
February 4, 2008, the Plan is hereby amended by adding a new Appendix A as
follows:

     

    APPENDIX
A

    


    VESTING
OF ACCOUNTS FOR PARTICIPANTS

    AFFECTED
BY 2008 TRANSITION PROGRAM

    


    Notwithstanding
anything in Section 9 of the Plan to the contrary, if a Participant incurs a
Separation from Service as the result of an involuntary termination of the
Participant’s employment with the Selective Group in connection with the 2008
Transition Program, any unvested portion of the Participant’s Matching
Contribution Account shall become fully vested effective as of the date of the
Participant’s Separation from Service, provided the Member enters into and does
not subsequently revoke his acceptance of a separation agreement and release
acceptable to the Company.


    
      
         


      

      
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    IN WITNESS WHEREOF, this Amendment
No. 1 is hereby executed on this 29th day of January, 2008.

     

    
      
        
          	 
      	
                  SELECTIVE
      INSURANCE COMPANY

                
	 
      	
                  OF
      AMERICA

                
	 
      	 
      	 
      
	 
      	
                  By:  

                	
                  /s/ Michael H. Lanza

                
	 
      	 
      	
                  Name:

                	
                  Michael
      H. Lanza

                
	 
      	 
      	
                  Title:

                	
                  Executive
      Vice President and

                
	 
      	 
      	 
      	
                  General
      Counsel

                


        

      

    


    
      
         


      

      
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