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                                                                   EXHIBIT 10.1c

                                 AMENDMENT NO. 1

                   SELECTIVE INSURANCE RETIREMENT SAVINGS PLAN

      WHEREAS, Selective Insurance Company of America (the "Company") maintains
the Selective Insurance Retirement Savings Plan (the "Plan") for the benefit of
its employees;

      WHEREAS, pursuant to Section 10.1 of the Plan, the Company has reserved
the right to amend the Plan; and

      WHEREAS, the Company wishes to amend the Plan effective January 1, 2002
for "good faith" compliance with the Economic Growth and Tax Relief
Reconciliation Act of 2001 by adopting certain of the sample amendments
published by the Internal Revenue Service in Notice 2001-57, 2001-38 I.R.B. 1
(September 4, 2001);

      NOW THEREFORE, be it

      RESOLVED, that the Plan is hereby amended as follows effective January 1,
2002:

      1. Section 1.1 of the Plan is hereby amended by adding the following
paragraph at the end thereof:

            "The Plan is amended to reflect certain provisions of the Economic
            Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"). This
            amendment is intended as good faith compliance with the requirements
            of EGTRRA and is to be construed in accordance with EGTRRA and
            guidance issued thereunder. Except as otherwise provided, this
            amendment shall be effective as of January 1, 2002. This amendment
            shall supersede the provisions of the Plan to the extent those
            provisions are inconsistent with the provisions of this amendment."

      2. Section 2.14 of the Plan is hereby amended by adding the following
paragraph at the end thereof:

            "Notwithstanding the foregoing, the annual Compensation of each
            Member taken into account in determining allocations for any Plan
            Year beginning after December 31, 2001, shall not exceed $200,000,
            as adjusted for cost-of-living increases in accordance with Section
            401(a)(17)(B) of the Code. Annual Compensation means compensation
            during the Plan Year or such other consecutive 12-month period over
            which compensation is otherwise determined under the Plan (the


                                       1
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            determination period). The cost-of-living adjustment in effect for a
            calendar year applies to annual Compensation for the determination
            period that begins with or within such calendar year."

      3. Section 4.1(a) of the Plan is hereby amended by adding the following
paragraph at the end thereof:

            "All Members who are eligible to make elective deferrals under this
            Plan and who have attained age 50 before the close of the Plan Year
            shall be eligible to make catch-up contributions in accordance with,
            and subject to the limitations of, Section 414(v) of the Code. Such
            catch-up contributions shall not be taken into account for purposes
            of the provisions of the Plan implementing the required limitations
            of Section 402(g) and 415 of the Code. The Plan shall not be treated
            as failing to satisfy the provisions of the Plan implementing the
            requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b) or
            416 of the Code, as applicable, by reason of the making of such
            catch-up contributions. This provision with respect to catch-up
            contributions shall apply to contributions as soon as practicable
            after the first calendar quarter."

      4. Section 4.9 of the Plan is hereby amended by adding the following
sentence after the first sentence in that paragraph:

            "Notwithstanding the foregoing, no Member shall be permitted to have
            elective deferrals made under this Plan, or any other qualified Plan
            maintained by the Company during any taxable year, in excess of the
            dollar limitation contained in Section 402(g) of the Code in effect
            for such taxable year, except to the extent permitted under Section
            4.1(a) of the Plan as amended herein and Section 414(v) of the Code,
            if applicable."

      5. Section 4.16 of the Plan is hereby amended by adding the following
sentence at the end thereof:

            "Notwithstanding the foregoing, the multiple use test described in
            Treasury Regulation Section 1.401(m)-2 and this Section 4.16 of the
            Plan shall not apply for Plan Years beginning on or after January 1,
            2002."
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      6. Section 4.17(a) of the Plan is hereby amended by adding the following
to the end thereof:

            "Notwithstanding the foregoing, except to the extent permitted under
            Section 4.17 of the Plan as amended herein and Section 414(v) of the
            Code, if applicable, the Annual Addition that may be contributed or
            allocated to a Member's account under the Plan for any Limitation
            Year shall not exceed the lesser of:

            (x) $40,000, as adjusted for increases in the cost-of-living under
            Section 415(d) of the Code, or

            (y) 100 percent of the Member's Compensation, within the meaning of
            Section 415(c)(3) of the Code, for the Limitation Year.

            The Compensation limit referred to in (y) shall not apply to any
            contribution for medical benefits after separation from service
            (within the meaning of Section 401(h) or Section 419A(f)(2) of the
            Code) which is otherwise treated as an Annual Addition."

      7. Section 6.2(a) of the Plan is hereby amended by adding the following at
the end thereof:

            "Notwithstanding the foregoing, effective January 1, 2002, for those
            Members who complete an Hour of Service under the Plan after
            December 31, 2001, and for all other Members with benefits derived
            from Matching Contributions, Matching Contributions made to a
            Member's Account shall vest in accordance with the following
            schedule:

<TABLE>
<CAPTION>
                  Years of Service                   Vested Percentage

<S>                                                  <C>
                        2                                   20
                        3                                   40
                        4                                   60
                        5                                   80
                        6                                   100."
</TABLE>

      8. Section 7.4 of the Plan is hereby amended by adding the following at
the end thereof:

            "Notwithstanding the foregoing, for distributions and severances
            from employment occurring on or after January 1, 2002, regardless of
            when the severance from employment occurred, a Member's elective
            deferrals, qualified nonelective contributions, qualified matching
            contributions, and earnings attributable to these contributions
            shall be distributed on account of the Member's severance from
            employment. However, such a distribution shall be subject to the
            other provisions of the Plan regarding
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            distributions, other than provisions that require a separation from
            service before such amounts may be distributed."

      9. Section 7.5(c) of the Plan is hereby amended by adding the following
paragraph at the end thereof:

            "Notwithstanding the foregoing, with respect to distributions made
            on or after January 1, 2002 and with respect to Members who
            separated from service on or after January 1, 2002, the value of a
            Member's nonforfeitable Account balance shall be determined without
            regard to that portion of the Account balance that is attributable
            to rollover contributions (and earnings allocable thereto) within
            the meaning of Sections 402(c), 403(a)(4), 403(b)(8),
            408(d)(3)(A)(ii), and 457(e)(16) of the Code. If the value of the
            Member's nonforfeitable Account balance as so determined is $5,000
            or less, the Plan shall immediately distribute the Member's entire
            nonforfeitable Account balance."

      10. Section 7.5(e)(iii) of the Plan is hereby amended by adding the
following at the end thereof:

            "Notwithstanding the foregoing, an eligible retirement plan shall
            also mean an annuity contract described in Section 403(b) of the
            Code and an eligible plan under Section 457(b) of the Code which is
            maintained by a state, political subdivision of a state, or any
            agency or instrumentality of a state or political subdivision of a
            state and which agrees to separately account for amounts transferred
            into such plan from this Plan. The definition of eligible retirement
            plan shall also apply in the case of a distribution to a surviving
            spouse, or to a spouse or former spouse who is the alternate payee
            under a qualified domestic relation order, as defined in Section
            414(p) of the Code."

      11. Section 7.5(e)(iv) of the Plan is hereby amended by adding the
following at the end thereof:

            "Notwithstanding the foregoing, a portion of a distribution shall
            not fail to be an eligible rollover distribution merely because the
            portion consists of after-tax employee contributions which are not
            includible in gross income. However, such portion may be transferred
            only to an individual retirement account or annuity described in
            Section 408(a) or (b) of the Code, or to a qualified defined
            contribution plan described in Section 401(a) or 403(a) of the Code
            that agrees to separately account for amounts so transferred,
            including separately accounting for the portion of such distribution
            which
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            is includible in gross income and the portion of such distribution
            which is not so includible."

      12. Section 7.9 of the Plan is hereby amended by adding the following
paragraph at the end thereof:

            "A Member who receives a distribution of elective deferrals on or
            after January 1, 2002 on account of hardship shall be prohibited
            from making elective deferrals and Employee contributions under this
            and all other plans of the Company for 6 months after receipt of the
            distribution. A Member who receives a distribution of elective
            deferrals in calendar year 2001 on account of hardship shall be
            prohibited from making elective deferrals and Employee contributions
            under this and all other plans of the Company for the period
            specified in the provisions of the Plan relating to suspension of
            elective deferrals that were in effect prior to this amendment."

      13. Article XII of the Plan is hereby amended by adding the following new
section as Section 12.8:

            "SECTION 12.8. MODIFICATION OF TOP-HEAVY RULES.

            (a)   Notwithstanding the foregoing, this Section shall apply for
                  purposes of determining whether the Plan is a top-heavy Plan
                  under Section 416(g) of the Code for Plan Years beginning
                  after December 31, 2001, and whether the Plan satisfies the
                  minimum benefits requirements of Section 416(c) of the Code
                  for such years.

            (b)   Determination of Top-Heavy Status.

                  (i) Key Employee. Key Employee means any Employee or former
                  Employee (including any deceased Employee) who at any time
                  during the Plan Year that includes the determination date was
                  an officer of the Company having Annual Compensation greater
                  than $130,000 (as adjusted under Section 416(i)(1) of the Code
                  for Plan Years beginning after December 31, 2002), a 5-percent
                  owner of the Company, or a 1-percent owner of the Company
                  having Annual Compensation of more than $150,000. For this
                  purpose, annual Compensation means compensation within the
                  meaning of Section 415(c)(3) of the Code. The determination of
                  who is a Key Employee will be made in accordance with Section
                  416(i)(1) of the Code and the applicable regulations and other
                  guidance of general applicability issued thereunder.

                  (ii) Determination of Present Values and Amounts. This Section
                  (ii) shall apply for purposes of determining the present
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                  values of accrued benefits and the amounts of Account Balances
                  of Employees as of the determination date.

                        (A) Distributions During Year Ending on the
                        Determination Date. The present values of accrued
                        benefits and the amounts of Account Balances of an
                        Employee as of the determination date shall be increased
                        by the distributions made with respect to the Employee
                        under the Plan and any Plan aggregated with the Plan
                        under Section 416(g)(2) of the Code during the 1-year
                        period ending on the determination date. The preceding
                        sentence shall also apply to distributions under a
                        terminated plan which, had it not been terminated, would
                        have been aggregated with the Plan under Section
                        416(g)(2)(A)(i) of the Code. In the case of a
                        distribution made for a reason other than separation
                        from service, death, or disability, this provision shall
                        be applied by substituting "5-year period" for "1-year
                        period."

                        (B) Employees Not Performing Services During Year Ending
                        on the Determination Date. The accrued benefits and
                        accounts of any individual who has not performed
                        services for the Company during the 1-year period ending
                        on the determination date shall not be taken into
                        account.

            (c)   Minimum Benefits.

                  (i) Matching Contributions. Company matching contributions
                  shall be taken into account for purposes of satisfying the
                  minimum contribution requirements of Section 416(c)(2) of the
                  Code and the Plan. The preceding sentence shall apply with
                  respect to matching contributions under the Plan or, if the
                  Plan provides that the minimum contribution requirement shall
                  be met in another Plan, such other Plan. Company matching
                  contributions that are used to satisfy the minimum
                  contribution requirements shall be treated as matching
                  contributions for purposes of the actual contribution
                  percentage test and other requirements of Section 401(m) of
                  the Code.

                  (ii) Minimum Benefits for Employees Also Covered Under Another
                  Plan. If a non-key Employee Member is a Member in this Plan
                  and in a qualified defined benefit plan maintained by the
                  Company, the additional contribution made under this Plan
                  shall be reduced if the Employee's vested accrued benefit
                  thereunder satisfies the requirements of Code Section 416(c).