Filed by Bowne Pure Compliance





Exhibit 10.22a




AMENDMENT TO SELECTIVE INSURANCE GROUP, INC.

STOCK COMPENSATION PLAN

FOR NONEMPLOYEE DIRECTORS, AS AMENDED




The Selective Insurance Group, Inc. Stock Compensation Plan for Nonemployee Directors, as
Amended (the “Plan”), is hereby amended as follows, effective, except as indicated, as of December
31, 2008:



1. The following text shall be added at the end of Section VII(c):




The Company shall pay the Participant all interest credited to the
Participant’s account with respect to deferred Compensation paid in cash
at the same time and in the same form as the underlying deferred cash
Compensation.



2. The following new paragraph (h) shall be added to the end of Section VII:




(h) Section 409A. Notwithstanding anything in this Plan to the
contrary, effective as of December 31, 2008, this Section VII(h) shall
apply to all Compensation deferred pursuant to Section VII that
constitutes “deferred compensation” within the meaning of and subject to
Section 409A of the Internal Revenue Code of 1986, as amended (“Section
409A”), and that remains deferred after December 31, 2008 (“409A
Deferred Compensation”).




(i) Separation from Service. If a Participant has elected to defer
a portion of his 409A Deferred Compensation account until termination of
his services as a director, such portion shall not be payable to him
within 60 days of such termination of services as a director, but
instead shall be payable to him within 60 days of his “separation from
service,” as such term is defined in Section 409A(a)(2)(A)(i) of the
Code and regulations of the Treasury thereunder, from the Company
(“Separation from Service”).




(ii) Age 70. If a Participant has elected to defer a portion of
his 409A Deferred Compensation until his attainment of age 70, such
portion shall be payable to him upon his attainment of age 70, and not
within 60 days of his attainment of age 70.




(iii) Change of Control. Notwithstanding anything in Section
VII(a) to the contrary, in the event of a change in the ownership or
effective control of the Company or a change in the ownership of a
substantial portion of the assets of the Company within the meaning of
Section 409A(2)(v) of the Code and regulations of the Treasury
thereunder (a “Section 409A Change in Control”), notwithstanding a
Participant’s deferral election hereunder, if the Participant incurs a
Separation from Service within two (2) years after
the Section 409A Change in Control, then all such Participant’s 409A
Deferred Compensation shall be paid to the Participant on the first day
of the month following such Participant’s Separation from Service.



 


 









 






(iv)
Death. Notwithstanding a Participant’s deferral election or
any provision of this Plan to the contrary, upon the Participant’s
death, all such Participant’s 409A Deferred Compensation shall be paid
to his designated beneficiary or estate, as applicable, on the ninetieth
(90th) day following his death.




(v)
Further Deferral of 409A Deferred Compensation. A Participant
may further defer the time of payment or the time of an installment
payment of 409A Deferred Compensation by written notice to the Company,
provided that (A) the notice is received not later than one (1) year
prior to the date the payment is scheduled to be made, (B) the notice
must defer the time that payment is made for at least five (5) years
from the originally scheduled payment date, and (C) the change may not
take effect until at least twelve (12) months after the date on which
the election is made.




(vi) Changes During Section 409A Transition Period. Effective as
of November 21, 2008, 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 time and/or
form of payment of 409A Deferred Compensation to one of the payment
options and forms specified in Section VII(a) and (d) 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 2008, and may not
cause an amount to be paid in 2008 that would not otherwise be payable
in that year.



3. Except as set forth in this Amendment, the Plan shall remain in full force and effect.