Filed by Bowne Pure Compliance





Exhibit 10.1




SELECTIVE INSURANCE




SUPPLEMENTAL PENSION PLAN




As Amended and Restated Effective January 1, 2005



 


 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	1. Establishment
	 	 	1	 
	 
	 	 	 	 
	2. Purpose and Intent
	 	 	1	 
	 
	 	 	 	 
	3. Unfunded Plan
	 	 	1	 
	 
	 	 	 	 
	4. Effective Date
	 	 	1	 
	 
	 	 	 	 
	5. Pre-2005 Benefits and Post-2004 Benefits
	 	 	1	 
	 
	 	 	 	 
	6. Definitions
	 	 	2	 
	 
	 	 	 	 
	7. Eligibility and Participation
	 	 	5	 
	 
	 	 	 	 
	8. Amount of Accrued Benefit
	 	 	5	 
	 
	 	 	 	 
	9. Early, Disability and Late Retirement Benefits
	 	 	5	 
	 
	 	 	 	 
	10. Vesting
	 	 	6	 
	 
	 	 	 	 
	11. Time and Form of Payment of Plan Benefits
	 	 	6	 
	 
	 	 	 	 
	12. Pre-Retirement Death Benefits
	 	 	8	 
	 
	 	 	 	 
	13. Acceleration of Payments of Post-2004 Benefits Upon Certain Events
	 	 	8	 
	 
	 	 	 	 
	14. Administration
	 	 	10	 
	 
	 	 	 	 
	15. Claim and Appeal Procedure
	 	 	11	 
	 
	 	 	 	 
	16. Establishment of Trusts
	 	 	13	 
	 
	 	 	 	 
	17. Participating Employers
	 	 	13	 
	 
	 	 	 	 
	18. Amendment and Termination of the Plan
	 	 	14	 
	 
	 	 	 	 
	19. General Provisions
	 	 	14	 
	 
	 	 	 	 
	20. Compliance With Section 409A
	 	 	16	 






 i 



 


 










 






SELECTIVE INSURANCE

SUPPLEMENTAL PENSION PLAN


As Amended and Restated Effective January 1, 2005




1. Establishment. Selective Insurance Company of America (the “Company”) established
the Selective Insurance Supplemental Pension Plan (the “Plan”) effective as of January 1, 1989.
The Plan is hereby amended and restated, effective as of January 1, 2005, to reflect, among other
things, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”) and the regulations and other guidance of the Internal Revenue Service thereunder
(together, “Section 409A”).



2. Purpose and Intent. The purpose of the Plan is to provide retirement income and
death benefits for certain key employees of the Company and those of its Affiliates who adopt the
Plan to supplement the benefits provided under the Retirement Income Plan for Selective Insurance
Company of America (the “Retirement Plan”). In general, the Plan provides covered employees with
benefits approximately equal to the additional benefits they would have earned under the Retirement
Plan in the absence of the annual pensionable compensation limits and maximum benefit limits
imposed by Section 401(a)(17) and Section 415 , respectively, of the Code. It is intended that the
Plan will assist the Company and other Participating Employers in attracting and retaining
employees of exceptional ability.



3. Unfunded Plan. The Plan is intended to qualify as an unfunded plan for the
purposes of the Code and Title I of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”). The Plan is maintained by the Company primarily for the purpose of providing certain
deferred compensation benefits to a select group of management or highly compensated employees, as
described in Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA.



4. Effective Date. The Plan, as hereby amended and restated, shall only apply to
eligible employees who are credited with an Hour of Service on or after January 1, 2005. Eligible
employees who are not credited with an Hour of Service on or after January 1, 2005 shall be subject
to the Plan in effect as of the last date on which they were credited with an Hour of Service.



5. Pre-2005 Benefits and Post-2004 Benefits. In order to comply with Section 409A of
the Code, certain provisions of the Plan, as hereby amended and restated, apply only to Post-2004
Benefits, which are subject to Section 409A. It is not intended that Section 409A apply to
Pre-2005 Benefits, and consequently certain provisions of the Plan, as hereby amended and restated,
apply only to Pre-2005 Benefits. Nothing contained herein is intended to materially enhance a
benefit or right existing as of October 3, 2004 with respect to Pre-2005 Benefits, or to add a new
material benefit or right with respect to Pre-2005 Benefits.




 


1









 






6. Definitions. As used herein, the following words and phrases have the meanings
ascribed to them in this Section 6 unless a different meaning is plainly required by the context.
Some of the words and phrases used in the Plan may not be defined in this Section 6, but, for
convenience, may instead be defined as they are introduced into the text. Whenever appropriate,
words used in the singular shall include the plural or the plural may be read as the singular,
and words in the masculine gender shall be deemed to include the feminine gender.



(a) “Accrued Benefit” shall have the meaning set forth in Section 8.



(b) “Actuarial Equivalent” shall have the meaning set forth in the Retirement Plan,
based upon assumptions used in the Retirement Plan for determining the amount of a benefit payable
in an optional form.



(c) “Administrator” shall mean the Company or the organization, committee or
individual to whom it has delegated the authority administer the Plan, as described in Section 14.



(d) “Affiliate” shall mean any corporation, trade, or business which is treated as a
single employer with the Company under Code Sections 414(b), (c), (m) or (o), and any other entity
designated as an “Affiliate” for purposes of the Plan by the Company.




(e) “Annuity Starting Date” shall have the meaning set forth in the Retirement Plan.



(f) “Average Monthly Compensation” shall have the meaning set forth in the Retirement
Plan.



(g) “Beneficiary” shall mean any person, persons or entity designated in writing by a
Member on a form prescribed by the Administrator to receive benefits under the Plan payable in the
event of the death of the Member. If no such designation is in effect at the time of the death of
the Member or if no person, persons or entity so designated shall survive the Member, the
Beneficiary shall be deemed to be the Member’s spouse or, if none, the Member’s estate.




(h) “Benefit Service” shall have the meaning set forth in the Retirement Plan.



(i) “Change of Control” shall mean the occurrence of an event with respect to either
the Company or Selective Insurance Group, Inc. (“SIGI”) of a nature that would be required to be
reported in response to Item 5.01 of a Current Report on Form 8-K, as in effect on the date hereof,
pursuant to Sections 13 or 15(d) of the Exchange Act; provided, however, that a Change of Control
shall, in any event, conclusively be deemed to have occurred upon the first to occur of any one of
the following events:




(i) The acquisition by any person or group, including, without limitation, any current
stockholder or stockholders of the Company or SIGI, of securities of the Company or SIGI
resulting in such person’s or group’s owning, of record or beneficially, twenty-five percent
(25%) or more of any class of voting securities of the Company or SIGI;


 


2









 






(ii) The acquisition by any person or group, including, without limitation, any current
stockholder or stockholders of the Company or SIGI, of securities of the Company or SIGI
resulting in such person’s or group’s owning, of record or
beneficially, twenty percent (20%) or more, but less than twenty-five percent (25%), of
any class of voting securities of the Company or SIGI, if the Board adopts a resolution that
such acquisition constitutes a Change of Control;




(iii) The sale or disposition of all or substantially all of the assets of the Company
or SIGI;




(iv) A reorganization, recapitalization, merger, consolidation or other business
combination involving the Company or SIGI, the result of which is the ownership by the
stockholders of the Company or SIGI of less than eighty percent (80%) of the voting
securities of the resulting or acquired entity having the power to elect a majority of the
board of directors of such entity; or




(v) A change in the membership of the Board of Directors of SIGI which, taken in
conjunction with any other prior or concurrent changes, results in twenty percent (20%) or
more of the membership of such Board of Directors being persons not nominated by the Board
of Directors as set forth in SIGI’s then most recent proxy statement, excluding changes
resulting from substitutions by the Board of Directors because of retirement or death of a
director or directors, removal of a director or directors by the Board of Directors or
resignation of a director or directors due to demonstrated disability or incapacity.



Notwithstanding anything in this definition to the contrary, no Change of Control shall be deemed
to have occurred under the Plan with respect to a particular Member by virtue of any transaction
which results in the Member, or a group of persons which includes the Member acquiring, directly or
indirectly, voting securities of the Company or SIGI.




(j) “Early Retirement Age” shall have the meaning set forth in the Retirement Plan.




(k) “Early Retirement Date” shall have the meaning set forth in the Retirement Plan.




(l) “Hour of Service” shall have the meaning set forth in the Retirement Plan.



(m) “Joint and Survivor Annuity” shall mean an annuity that is the Actuarial
Equivalent of a Single Life Annuity and which provides a reduced monthly benefit for the lifetime
of the Member and, upon his death, an annuity for the lifetime of his Beneficiary in a monthly
amount equal to fifty percent (50%), seventy-five percent (75%), or one hundred percent (100%) of
the amount payable to the Member during his lifetime.



(n) “Member” shall mean an eligible employee who becomes a Member in the Plan pursuant
to Section 7.



(o) “Normal Retirement Age” shall have the meaning set forth in the Retirement Plan.


 


3









 






(p) “Normal Retirement Date” shall have the meaning set forth in the Retirement Plan.




(q) “Participating Company” shall have the meaning set forth in the Retirement Plan.



(r) “Participating Employer” shall mean the Company and any of its Affiliates who are
Participating Companies in the Retirement Plan and who adopt the Plan pursuant to Section 17 with
the consent of and subject to any conditions imposed by the Company.




(s) “Plan Year” shall mean the calendar year.



(t) “Pre-2005 Benefit” shall mean that portion of a Member’s Accrued Benefit under the
Plan, if any, that was “deferred” before January 1, 2005 for purposes of Section 409A, as
determined in accordance with Treasury Regulations Section 1.409A-6(a)(3)(i).



(u) “Post-2004 Benefit” shall mean that portion of a Member’s Accrued Benefit that is
not a Pre-2005 Benefit.



(v) “Retirement Plan Benefit” shall mean a Member’s “Accrued Benefit,” as defined in
the Retirement Plan, expressed, as set forth in the Retirement Plan, as the amount of each monthly
payment under a Single Life Annuity form of payment commencing on the Member’s Normal Retirement
Date.




(w) “Selective Group” shall mean the Company and all of its Affiliates.



(x) “Separation from Service” shall mean a Member’s “separation from service,” as
defined in Code Section 409A(a)(2)(A)(i) and Treasury Regulations Section 1.409A-1(h), from his
Participating Employer.




(y) “Single Life Annuity” shall have the meaning set forth in the Retirement Plan.




(z) “Social Security Benefit” shall have the meaning set forth in the Retirement Plan.



(aa) “Specified Employee” shall mean a “specified employee”, as defined in Code
Section 409A(a)(2)(B)(i) and Treasury Regulations Section 1.409A-1(i), of the Company. The
determination of whether a Member is a Specified Employee shall be made by the Administrator from
time to time.



(bb) “Surviving Spouse” shall mean the Member’s spouse at the date of the Member’s
death, to whom the Member has been legally married during the entire one (1) year period preceding
the date of his death.


 


4









 





(cc) “Ten Year Certain and Life Annuity” shall mean an annuity that is the Actuarial
Equivalent of a Single Life Annuity and which provides for a reduced monthly benefit
for the lifetime of the Member ceasing upon his death; provided, however, that if the Member
dies before he has received one hundred and twenty (120) monthly payments, monthly payments in the
same amount shall continue to be paid to the Member’s Beneficiary until a total of one hundred and
twenty payments, in aggregate, have been made to the Member and his Beneficiary.




(dd) “Total Disability” shall have the meaning set forth in the Retirement Plan.



(ee) “Trust” shall mean any grantor trust or trusts, within the meaning of Section 671
et seq. of the Code, established by the Company in connection with the Plan; provided, however,
that the assets of the Trust contributed by each Participating Employer shall remain subject to the
claims of the general creditors of each such Participating Employer.



7. Eligibility and Participation. Each employee of a Participating Employer who is
(a) entitled to a Retirement Plan Benefit that is limited by reason of Section 401(a)(17) or
Section 415(b) of the Code; and (b) who is a member of a select group of management or highly
compensated employees, within the meaning of Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6)
of ERISA, of the Selective Group, shall be eligible to participate in the Plan. A Member shall
remain a Member as long as he is entitled to an Accrued Benefit under the Plan.



8. Amount of Accrued Benefit. A Member shall be entitled to the following amount of
supplemental retirement income under the Plan, expressed as monthly payments in the form of a
Single Life Annuity commencing on the Member’s Normal Retirement Date, and based on the Member’s
Benefit Service, Average Monthly Compensation and Social Security Benefit as of the date of
calculation (the “Accrued Benefit”):



(a) the Member’s Retirement Plan Benefit, but calculated without regard to the limitations
upon annual pensionable compensation set forth in Section 401(a)(17) of the Code and the
limitations on benefits set forth in Section 415(b) of the Code; minus




(b) the Member’s Retirement Plan Benefit.




9. Early, Disability and Late Retirement Benefits.



(a) The monthly benefits payable under the Plan to a Member who commences benefits upon an
Early Retirement Date shall be adjusted for each month by which his Early Retirement Date precedes
his Normal Retirement Date in accordance with the provisions of the Retirement Plan.



(b) The Accrued Benefit of a Member who incurs a Total Disability shall be calculated based
upon the Member’s Retirement Plan Benefit which is determined upon his Total Disability.



(c) If a Member continues to perform Hours of Service after his Normal Retirement Age, Plan
benefits for calendar months commencing on or after his Normal Retirement Age shall be permanently
withheld in accordance with the suspension of benefits provisions of the Retirement Plan.


 


5









 





10. Vesting. A Member shall become vested in his Accrued Benefit under the Plan at
the same time and at the same rate as he becomes vested in his Retirement Plan Benefit.




11. Time and Form of Payment of Plan Benefits.



(a) Benefits Commencing on or Before December 31, 2008. The vested Accrued Benefit of
a Member who, on or before December 31, 2008, has:




(i) qualified for an early retirement benefit, normal retirement benefit, disability
retirement benefit, deferred vested retirement benefit or late retirement benefit under the
Retirement Plan; and




(ii) commenced receiving payment of his Retirement Plan Benefit under the Retirement
Plan on or before December 31, 2008,



shall be paid to the Member in monthly installments, commencing at the same time and payable in the
same form, as the benefit which the Member has elected to receive under the Retirement Plan. Such
time and form of payment shall not be subject to change after January 1, 2009 and shall not be
affected by any changes in the time or form of payment of the benefit under the Retirement Plan
that occur after December 31, 2008.



(b) Benefits Commencing on or After January 1, 2009. The vested Accrued Benefit of a
Member, payment of which has not commenced on or before December 31, 2008 pursuant to paragraph (a)
of this Section 11, shall be paid to the Member as follows:




(i) Pre-2005 Benefit. A Member’s vested Pre-2005 Benefit shall be paid to the
Member in monthly installments, commencing at the same time, and payable in the same form,
as the benefit which the Member has elected to receive under the Retirement Plan.




(ii) Post-2004 Benefit. Subject to any election by the Member in accordance
with paragraphs (c), (d) or (f) of this Section 11, a Member’s vested Post-2004 Benefit
shall be paid to him in a Single Life Annuity commencing on the first day of the month that
is the later of the first day of the month next following the date of his Separation from
Service and the date he attains Early Retirement Age.



(c) Election of Alternative Benefit Commencement Date for Post-2004 Benefit. A Member
who does not commence receiving payment of his Post-2004 Benefit on or before December 31, 2008 may
elect an alternative benefit commencement date for payment of his Post-2004 Benefit by filing a
written election in the form prescribed by the Administrator with the Administrator:




(i) on or before December 31, 2008, provided that the election: (A) applies only to
amounts that would not otherwise be payable in the calendar year in which the election is
made; and (B) does not cause an amount to be paid in the calendar year in which the election
is made that would not otherwise be payable in such year; or


(ii) on or before the thirtieth (30th) day after the he first becomes eligible to
participate in the Plan, within the meaning of Treasury Regulations Section 1.409A-2(a)(7).








6








 





A benefit commencement date may be the first day of any month; provided however that a Member may
not elect a benefit commencement date that is: (x) earlier than the date on which he attains Early
Retirement Age or, if later, the first day of the month following the date on which he incurs a
Separation from Service; or (y) later than the date on which he attains Normal Retirement Age or,
if later, the first day of the month following the date on which he incurs a Separation from
Service.



(d) Election of Form of Life Annuity for Post-2004 Benefit. A Member may elect, by
filing a written election in the form prescribed by the Administrator with the Administrator on or
before his benefit commencement date, to receive his Post-2004 Benefit in a 50%, 75% or 100% Joint
and Survivor Annuity, a Ten Year Certain and Life Annuity, or a Single Life Annuity (each, a “Life
Annuity”). Notwithstanding anything in this Section 11 to the contrary, a Member may revoke his
election as to one form of Life Annuity and elect a different form of Life Annuity by filing a
written election in the form prescribed by the Administrator with the Administrator on or before
his benefit commencement date. In the absence of an election pursuant to this paragraph (d), a
Member’s Post-2004 Benefit shall be payable to him in the form of a Single Life Annuity, as
provided in paragraph (b) of this Section 11.



(e) Six Month Delay For Specified Employees. Notwithstanding anything in the Plan to
the contrary, except (i) where a Member incurs a Separation from Service by reason of death; and
(ii) with respect to distributions commencing on or before December 31, 2008 pursuant to Section
11(a), no distribution of a Member’s vested Post-2004 Benefit shall be made upon the Member’s
Separation from Service if he is a Specified Employee as of the date of his Separation from Service
until the first business day of the seventh month after the date of the Specified Employee’s
Separation from Service (or, if earlier, the date of his death). On such date, any payments which
would have been made during the six-month period following the Member’s Separation from Service
shall be aggregated and paid in full to the Member, together with interest at the six-month
Treasury bill rate in effect as of the first business day of the calendar year in which the
Member’s Separation from Service occurs, and any succeeding payments shall continue as scheduled.



(f) Change of Benefit Commencement Date. On or after January 1, 2009, a Member may
change the benefit commencement date for his Post-2004 Benefit by filing a written election change
in the form prescribed by the Administrator with the Administrator, provided that: (i) the election
change is filed with the Administrator at least twelve (12) months before the benefit commencement
date; (ii) the election change will not take effect until at least twelve (12) months after the
election is filed; and (iii) the benefit commencement date is postponed for at least five (5)
years, but to a date no later than the later of the date on which the Member reaches Normal
Retirement Age and the date that is the first day of the month following his Separation from
Service. A Member may make no more than two election changes pursuant to this paragraph (f).


 


7









 






12. Pre-Retirement Death Benefits.



(a) Death Benefit. If a Member with a vested Accrued Benefit dies before his Annuity
Starting Date, the Company shall pay to the Member’s Surviving Spouse, for the lifetime of the
Surviving Spouse ending at the death of the Surviving Spouse:




(i) if the Member dies after attaining Early Retirement Age, the monthly amount the
Member would have been entitled to receive had he incurred a Separation from Service and
commenced receiving his Accrued Benefit in the form of an immediate 100% Joint and Survivor
Annuity on the day before his death; or




(ii) if the Member dies before attaining Early Retirement Age, the monthly amount that
the Member would have been entitled to receive had he incurred a Separation from Service on
the date of his death or, if earlier, the actual date of his Separation from Service,
survived to his Early Retirement Age, commenced receiving his Accrued Benefit in the form of
a 100% Joint and Survivor Annuity on his Early Retirement Date, and died the next day.



(b) Pre-2005 Benefit. The Member’s pre-retirement death benefit attributable to his
vested Pre-2005 Benefit shall be payable to his Surviving Spouse commencing at the same time as the
pre-retirement death benefit under the Retirement Plan is payable to the Surviving Spouse under the
Retirement Plan.



(c) Post-2005 Benefit. A Member’s Surviving Spouse may postpone the commencement date
of the pre-retirement death benefit attributable to the Member’s vested Post-2004 Benefit to the
first day of any month that is after the date on which the Member attained or would have attained
his Early Retirement Age and no later than the date on which the Member would have attained Normal
Retirement Age, by filing a written election change, in the form prescribed by the Administrator,
with the Administrator, provided that, after December 31, 2008: (i) such election change must be
made at least twelve (12) months before the Member’s Early Retirement Date; (ii) the election
change will not take effect until at least twelve (12) months after the date the election is made;
and (iii) the commencement date is postponed to a date at least five (5) years later than the
previously scheduled commencement date. A Member’s Surviving Spouse may not postpone the
commencement date of the pre-retirement death benefits beyond the date on which the Member would
have attained Normal Retirement Age.



13. Acceleration of Payments of Post-2004 Benefits Upon Certain Events.
Notwithstanding anything in this Plan to the contrary, the Administrator, in its sole discretion,
may accelerate payment of all or any portion of a Member’s vested Post-2004 Benefit upon the
occurrence of any of the events described in this Section 13. A determination of whether a payment
qualifies for acceleration under this Section 13 shall be made by the Administrator, in its sole
discretion, in accordance with
 Section 1.409-3(j)(4) of the Treasury Regulations.



(a) Domestic Relations Order. The Administrator may in its sole discretion accelerate
payment of all or any portion of a Member’s vested Post-2004 Benefit to the extent necessary to
comply with a domestic relations order (as defined in Code Section 414(p)(1)(B))
which requires any payments otherwise due to the Member under the Plan to be made to an
individual other than the Member.


 


8









 





(b) Limited Cashouts. The Administrator may in its sole discretion accelerate payment
of all or any portion of a Member’s vested Post-2004 Benefit to the extent that: (i) the aggregate
amount of the Member’s vested Post-2004 Benefit that remains unpaid under the Plan does not exceed
the applicable dollar amount under Code Section 402(g)(1)(B); (ii) the accelerated payment results
in the termination of the entirety of the Member’s interest under the Plan and all other
agreements, plans and arrangements aggregated with the Plan under Treasury Regulations Section
1.409A-1(c)(2); and (3) the Administrator’s decision to cash out the Member’s remaining interest
under the Plan pursuant to this paragraph (b) is evidenced in writing no later than the cashout
date.



(c) Payment of Employment Taxes. The Administrator may in its sole discretion
accelerate payment of all or any portion of a Member’s vested Post-2004 Benefit to pay: (i) the
Federal Insurance Contributions Act (FICA) tax imposed under Code Sections 3101 and 3121(a) and
(v)(2) on compensation deferred under the Plan (the “FICA Amount”); and/or (ii) income tax at
source on wages imposed under Code Section 3401 or the corresponding withholding provisions of
applicable state, local, or foreign tax laws as a result of the payment of the FICA Amount, and the
additional income tax at source on wages attributable to the pyramiding Code Section 3401 wages and
taxes; provided, however, that the total payment under this paragraph (c) shall not exceed the
aggregate of the FICA Amount and the income tax withholding related to such FICA Amount.



(d) Payment Upon Income Inclusion Under Section 409A. The Administrator may in its
sole discretion accelerate payment of all or any portion of a Member’s vested Post-2004 Benefit if
the Plan fails to meet the requirements of Code Section 409A and the applicable regulations;
provided that any payment made pursuant to this paragraph (d) may not exceed the amount required to
be included by the Member in income as a result of the failure to comply with the requirements of
Code Section 409A.



(e) Termination of the Plan. The Administrator may in its sole discretion accelerate
payment of all or any portion of a Member’s vested Post-2004 Benefit upon termination of the Plan
in accordance with Treasury Regulations
Section 1.409A-3(j)(4)(ix).



(f) Payment of State, Local or Foreign Taxes. The Administrator may in its sole
discretion accelerate payment of all or any portion of a Member’s vested Post-2004 Benefit for
payment of: (i) state, local, or foreign tax obligations of the Member arising from payments under
the Plan which apply to any such amounts before they are paid or made available to the Member;
and/or (ii) the income tax at source on wages imposed under Code Section 3401 as a result of such
payment, and the additional income tax at source on wages imposed under Code Section 3401
attributable to such additional Code Section 3401 wages and taxes. The total payment under this
paragraph (f) shall not exceed the aggregate of the state, local, and foreign tax amount and the
income tax withholding related to such state, local, and foreign tax amount. Any such payment
shall be made, in the Administrator’s discretion, either by (x) distributions to the Member in the
form of withholding pursuant to provisions of applicable state, local, or foreign law; or (y)
distribution directly to the Member.


 


9









 





(g) Certain Offsets. To the extent permitted by applicable law, the Administrator may
in its sole discretion accelerate payment of all or any portion of a Member’s vested Post-2004
Benefit in satisfaction of a debt of the Member to a Participating Employer, where such debt is
incurred in the ordinary course of the service relationship between the Member and the
Participating Employer; provided, however, that (i) the entire amount of any such accelerated
payment in any of the Member’s taxable years does not exceed $5,000; and (ii) the reduction is made
at the same time and in the same amount as the debt otherwise would have been due and collected
from the Member.



(h) Bona Fide Disputes as to a Right to a Payment. The Administrator may in its sole
discretion accelerate payment of all or any portion of a Member’s vested Post-2004 Benefit to the
extent that the accelerated payment is made as part of a settlement between the Member and a
Participating Employer of an arm’s length, bona fide dispute as to the Member’s right to the
payment.




14. Administration.



(a) Administrator. The Company, or such other organization, committee or individual
as may be designated by the Company from time to time, shall be the Plan’s Administrator.



(b) Powers of Administrator. The Administrator shall be charged with the general
administration of the Plan and shall have all powers necessary or appropriate to accomplish its
duties under the Plan. The Administrator shall administer the Plan in accordance with its terms.
Any determination by the Administrator shall be made in its sole and absolute discretion and shall
be conclusive and binding upon all persons. The powers and responsibilities of the Administrator
shall include, without limitation, the following:




(i) determining all questions relating to the eligibility of an employee to participate
in the Plan or remain a Member;




(ii) computing and certifying the amount and the kind of benefits to which any Member
may be entitled;




(iii) establishing procedures, correcting defects, supplying information, and
reconciling inconsistencies in any manner and to whatever extent is deemed necessary or
advisable to carry out the purpose of the Plan;




(iv) authorizing and directing disbursements from the Trust;




(v) determining all questions arising in connection with the administration,
interpretation and application of the Plan;




(vi) maintaining all necessary records for the administration of the Plan;




(vii) making and publishing rules and regulations that are consistent with the terms
hereof;


 


10









 






(viii) determining the short and long-term liquidity needs of the Plan; and




(ix) assisting any Member, Beneficiary or Surviving Spouse regarding his rights,
benefits, or elections available under the Plan.



(c) Limitation of Liability. The Administrator shall be entitled to, in good faith,
rely or act upon any report or other information furnished to it by any officer or other employee
of the Company, any Participating Employer, or any subsidiary or affiliated entity, the Company’s
independent certified public accountants, or any executive compensation consultant, legal counsel,
or other professional retained by the Administrator or the Company to assist in the administration
of the Plan. To the maximum extent permitted by law, no member of any committee appointed as
Administrator and no person to whom ministerial duties have been delegated shall be liable to any
person for any action taken or omitted in connection with the interpretation and administration of
the Plan. The Company agrees to indemnify and hold harmless each person who serves as a member of
any committee acting as Administrator to the fullest extent permitted by law for all acts done in
good faith and without gross negligence, including defense of all litigation, including legal fees.



(d) Delegation of Authority. Notwithstanding anything in this Section 14, the
Administrator may, at any time and in its sole discretion by action in writing, delegate to any
individual, committee or entity any of its powers and responsibilities under the Plan.




15. Claim and Appeal Procedure.



(a) Any Member, Beneficiary or Surviving Spouse or other person claiming an interest in the
Plan (the “Claimant”) may file a claim in writing with the Administrator.



(b) The denial of any claim under the Plan shall be communicated in writing or in electronic
form by the Administrator to the Claimant (or the Claimant’s authorized representative) within
ninety (90) days of receipt of the claim, unless the Administrator determines that special
circumstances beyond the control of the Plan require an extension of time, in which case the
Administrator may have up to an additional ninety (90) days to process the application. If the
Administrator determines that an extension of time for processing is required, the Administrator
shall furnish written or electronic notice of the extension to the Claimant before the end of the
initial ninety (90) day period. Any notice of extension shall describe the special circumstances
necessitating the additional time and the date by which the Administrator expects to render its
decision on the application.



(c) The written or electronic notice of denial shall be set forth in a manner designed to be
understood by the Claimant, and shall include specific reasons for the denial, specific references
to the Plan provision(s) upon which the denial is based, a description of any information or
material necessary for the Claimant to perfect his claim, an explanation of why such material or
information is necessary, and an explanation of the Plan’s review procedures and the time limits
applicable to such procedures, including a statement of the Claimant’s right to bring a civil
action under ERISA following an adverse determination on review. If a Claimant has not received
notification of the Administrator’s determination within ninety (90) days (or
such extended period as may be applicable), the Claimant shall be entitled to pursue any
remedies available to him under ERISA.


 


11









 





(d) Any Claimant whose claim is denied in accordance with paragraph (c) shall have the right
to request the review of such denial within seventy-five (75) days of receipt of written or
electronic notice of the denial. Such request for review must be in writing and directed to the
Administrator.



(e) The Administrator shall have sixty (60) days to process the application for review unless
the Administrator determines that special circumstances beyond the control of the Plan require an
extension of time, in which case the Administrator may have up to an additional sixty (60) days to
process the application. If the Administrator determines that an extension of time for processing
is required, the Administrator shall furnish written or electronic notice of the extension to the
Claimant before the end of the initial sixty (60) day period. Any notice of extension shall
describe the special circumstances necessitating the additional time and the date by which the
Administrator expects to render its decision on the application.



(f) The Claimant will have the right to be represented at such review, to review all documents
relevant to the claim, and to submit written comments, documents, records and other information
relating to the claim. The Claimant will be provided upon request and free of charge reasonable
access to and copies of all documents, records and other information relevant to the Claimant’s
claim. Any review requested by the Claimant of a determination by the Administrator will take into
account all comments, documents, records and other information submitted by the Claimant relating
to the claim, without regard to whether such information was submitted or considered in the initial
benefit determination. The Administrator shall respond electronically or in writing within sixty
(60) days (or such extended period as may be applicable) after the receipt of the request for such
review. The decision on review shall include specific reasons for the decision, written in a
manner calculated to be understood by the Claimant and with specific references to the relevant
Plan provisions on which the decision is based.



(g) Any person submitting a claim in accordance with this section may withdraw the claim at
any time or, with the consent of the Administrator, defer the date on which such claim shall be
deemed filed for purposes of this Section 15.



(h) For purposes of this Section 15, a document, record or other information is considered
“relevant” to the Claimant’s claim if such document, record or other information (i) was relied
upon by the Administrator in making the benefit determination; (ii) was submitted, considered or
generated in the course of making the benefit determination, without regard to whether such
document, record or other information was relied upon in making the benefit determination; or (iii)
demonstrates compliance with the administrative processes and safeguards designed to ensure and to
verify that that benefit claim determinations are made in accordance with governing Plan documents
and that, where appropriate, the Plan provisions have been applied consistently with respect to
similarly situated Claimants.


 


12









 






(i) The internal claims procedures under this Section 15 are mandatory. If a Claimant fails
to follow these claims procedures, or to timely file a request for review in
accordance with this Section 15, the denial of the claim shall become final and binding on all
persons for all purposes.




(j) The determination whether to grant or to deny any claim under this Plan shall be made by
the Administrator, in its sole and absolute discretion. All determinations, constructions and
interpretations made by the Administrator shall be conclusive and binding on all persons to the
maximum extent permitted by law.




16. Establishment of Trusts.



(a) The Company shall establish one or more Trusts (including sub-accounts under such Trusts),
and the Company and the Participating Employers may deposit therein amounts of cash or other
property to assist the Company and the Participating Employers in meeting their obligations under
the Plan. The investments of the Trust(s) may include life insurance (including, but not limited
to, variable life insurance), and such other assets as may be selected from time to time by the
Administrator or its delegee. Prior to a Change of Control, the Company and any Participating
Employer, in their sole discretion, may at any time, or from time to time, make deposits of cash or
other property into such Trust or Trusts, and neither the trustee of such Trusts nor any Member,
Beneficiary or Surviving Spouse shall have any right to compel such additional deposits.



(b) Upon a Change of Control, the Company shall, as soon as possible, but in no event later
than sixty (60) days following the Change of Control, make an irrevocable contribution to the
Trust(s) in an amount that is sufficient to pay each Member on a pre-tax basis the benefits to
which the Member would be entitled pursuant to the terms of the Plan as of the date on which the
Change of Control occurred, without regard to whether the benefits are fully vested, and taking
into account any enhanced benefit commencing as early as allowed by the Plan.



(c) Within sixty (60) days following the end of each calendar year after the occurrence of a
Change of Control, the Company shall be required to irrevocably deposit additional cash or other
property to the Trust(s) in an amount sufficient to pay to each Member or beneficiary, taking into
account any assets of the Trust(s) resulting from prior contributions, on a pre-tax basis and
without regard to whether the benefits are fully vested, all Accrued Benefits payable pursuant to
the terms of the Plan as of the close of such calendar year.




17. Participating Employers.



(a) Adoption of Plan. Any Affiliate of the Company who is a Participating Company in
the Retirement Plan may, by action of its board of directors, adopt this Plan for all or a portion
of its eligible employees, provided that the Board of Directors of the Company approves such
adoption, subject to any conditions imposed by the Company.



(b) Withdrawal from Plan. A Participating Employer may withdraw at any time from the
Plan without affecting the other Participating Employers. The Board of Directors of the Company
may, at its discretion, terminate a Participating Employer’s participation in the Plan at any time
when, in its judgment, such Participating Employer fails or refuses to discharge its obligations
under the Plan.


 


13









 






18. Amendment and Termination of the Plan.



(a) Amendment. The Company, or its delegee, may at any time make such modifications
of the Plan as it shall deem advisable. All such amendments shall be in writing. Except for
amendments which the Company reasonably believes necessary or appropriate to avoid adverse tax
consequences to Members, including amendments designed to avoid the penalties and interest imposed
by Section 409A of the Code, no amendment of the Plan may, without the consent of a Member,
adversely affect the rights of such Member to his Accrued Benefit, determined as of the effective
date of the amendment.



(b) Termination. Notwithstanding anything in the Plan to the contrary, subject to the
terms of Section 409A of the Code, the Company may suspend, freeze or terminate the Plan at any
time in its sole discretion by written action of the Company or its delegee.




19. General Provisions.



(a) Limits on Transfer of Plan Benefits. Except as otherwise provided herein, other
than by will or the laws of descent and distribution, no right, title or interest of any kind in
the Plan shall be transferable or assignable by a Member or be subject to alienation, anticipation,
encumbrance, garnishment, attachment, levy, execution or other legal or equitable process, nor
subject to the debts, contracts, liabilities, engagements, or torts of any Member. Any attempt to
alienate, sell, transfer, assign, pledge, garnish, attach or take any other action subject to legal
or equitable process or encumber or dispose of any interest in the Plan shall be void.



(b) Unfunded Status of Plan. The Plan shall be maintained as an unfunded plan under
the Code and Title I of ERISA which meets the requirements of Sections 201(2), 301(a)(3) and
401(a)(1) of ERISA, and Members shall rely solely on the unsecured promise of the Company or other
applicable Participating Employer for payment hereunder. Nothing contained in the Plan shall give
a Member, Beneficiary or Surviving Spouse any rights that are greater than those of a general
unsecured creditor of the Company or other Participating Employer; provided, however, that the
Administrator may authorize the creation of Trusts referred to in Section 16, or make other
arrangements to meet the obligations of the Participating Employers under the Plan, which Trusts or
other arrangements shall be consistent with the “unfunded” status of the Plan.



(c) No Employment Rights. No provision of the Plan or transaction hereunder shall
confer upon any Member any right to be employed by the Company or any subsidiary or affiliate
thereof, or to interfere in any way with the right of any Participating Employer to increase or
decrease the amount of any compensation payable to such Member. Subject to the limitations set
forth in Section 19(a) hereof, the Plan shall inure to the benefit of, and be binding upon, the
Company and Members and their successors and assigns.



(d) Tax Withholding. The Company and each other Participating Employer shall have the
right to deduct from amounts otherwise payable to a Member, Beneficiary or Surviving Spouse under
the Plan any sums that federal, state, local, social security or foreign tax law requires to be
withheld with respect to such payment.


 


14









 





(e) Creditors’ Rights. The maintenance of the Plan by the Company is not intended to,
shall not, and shall not be deemed to, confer upon the Company, any other Participating Employer or
any of their subsidiaries or affiliates any ownership or other legal or beneficial interest of any
kind or nature in any contributions (or any earnings thereon) actually contributed by any other
party to the Plan or any Trust, and no creditor, receiver, trustee, successor or assign or other
party claiming any interest in the property or assets of any Participating Employer or any of its
subsidiaries or affiliates shall recover from, or claim any interest in, the Plan or Trust, if any,
in excess of the contributions (and any earnings thereon) actually contributed by the party to the
Plan or Trust through or against whom such entity asserts its claim or interest.



(f) Required Notification to Administrator. Each Member, Beneficiary and Surviving
Spouse entitled to payments hereunder shall file with the Administrator from time to time in
writing his post office address and each change of post office address. Any check representing
payment hereunder and any communication addressed to a Member or his Beneficiary or Surviving
Spouse at the last address filed with the Administrator, or if no such address has been filed, then
at his last address as indicated on the records of the Company, shall be binding on such persons
for all purposes of the Plan.



(g) Notices and Other Communications. Except as determined by the Administrator with
respect to elections, any notice or other communication to be provided under any provision of the
Plan shall be in writing and shall be personally delivered, sent by overnight courier, sent by
telecopier or facsimile transmission, or mailed by first class, registered or certified mail,
postage prepaid, return receipt requested. Any such notice shall be deemed to have been duly given
if personally delivered when delivered, if mailed five days after mailing, if sent by telecopier
when confirmed, and if sent by overnight courier one business day after delivery to such courier.
All notices to be given to the Company or the Administrator shall be addressed to the Company or
the Administrator at the Company’s principal office, or at such other address(es) as it may
designate by like notice. All notices to be given to a Member, Beneficiary or Surviving Spouse
shall be addressed to the Member, Beneficiary or Surviving Spouse at the most recent business or
home address appearing in the Company’s records.



(h) Governing Law. The validity, construction, and effect of the Plan shall be
determined in accordance with the laws of the State of New Jersey, without giving effect to
principles of conflicts of laws, to the extent not preempted by ERISA or any other federal law.



(i) Severability. In the event that any provision of the Plan shall be declared
illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining
provisions of the Plan but shall be fully severable, and the Plan shall be construed and enforced
as if such illegal or invalid provision had never been a part of the Plan.



(j) Successors. The provisions of this Plan shall be binding upon each Participating
Employer and their respective successors and assigns, and upon each Member and his heirs,
beneficiaries, spouses, estates, and legal representatives.


 


15









 





(k) Facility of Payment. Whenever and as often as any person entitled to payments
hereunder shall be under a legal disability, or in the sole judgment of the Administrator
shall otherwise be unable to apply such payments to his own best interest and advantage, the
Administrator, in the exercise of its discretion, may direct all or any portion of such payments to
be made in any one or more of the following ways:




(i) directly to such person;




(ii) to his legal curator, guardian, or conservator, or other court-appointed or
court-recognized representatives; or




(iii) to his spouse, to another member of his family, or to any other person, to be
expended for his benefit.



(l) Receipt and Release. Payments (in any form) to any Member, Beneficiary or
Surviving Spouse in accordance with the provisions of the Plan shall be in full satisfaction of all
claims relating to the Member’s benefits under the Plan against the Company, the Participating
Employers, all Affiliates of the Company, their respective boards of directors, officers,
employees, and the Administrator, and the Administrator may require such Member, Beneficiary or
Surviving Spouse, as a condition to such payments, to execute a receipt and release to such effect.



20. Compliance With Section 409A. It is intended that the Plan, to the extent that it
applies to Post-2004 Benefits, comply with Section 409A of the Code so as to prevent the inclusion
in gross income of any amounts deferred hereunder in a taxable year prior to the taxable year or
years in which such amounts would otherwise actually be distributed or made available to Members or
their Beneficiaries or Surviving Spouses. The provisions of the Plan both as reflected in this
amendment and restatement and immediately prior to the effective date of the amendment and
restatement shall be construed, administered, and governed in a manner that effects such intent.
Although the Company and the Administrator shall use their best efforts to avoid the imposition of
taxation, interest and penalties under Section 409A of the Code, the tax treatment of benefit
accruals and payments under Plan is not warranted or guaranteed, and neither the Company, the
Administrator, any Participating Employer, or any of their members, employees, directors, officers,
agents or affiliates, shall be held liable for any taxes, interest, penalties or other monetary
amounts owed by any Member, Beneficiary or Surviving Spouse or other taxpayer as a result of the
Plan.



IN WITNESS WHEREOF, this Selective Insurance Supplemental Pension Plan, As Amended and
Restated as of January 1, 2005, has been duly executed on the 13th day of October, 2008.



	 	 	 	 	 
	 	SELECTIVE INSURANCE COMPANY
 OF AMERICA

 	 
	 	/s/ Michael H. Lanza 	 
	 	Name:  	Michael H. Lanza 	 
	 	Title:  	Executive Vice President and General Counsel 	 




 


16