<PAGE>
                                                                   EXHIBIT 10.2d

                             AMENDMENT NO. 3 TO THE

                 RETIREMENT INCOME PLAN FOR SELECTIVE INSURANCE

                               COMPANY OF AMERICA

      Selective Insurance Company of America (the "Company") hereby adopts the
following amendment to the Retirement Income Plan For Selective Insurance
Company of America (the "Plan") effective January 1, 1997:

      1. Article III of the Plan is amended by adding the following as new
Section 3.4 and renumbering existing Sections 3.4 through Section 3.9
accordingly:

      "3.4 Reemployment. For purposes of eligibility, the Plan shall take into
      account all of an Employee's years of service with the Company or an
      Affiliate. An Employee who has satisfied the eligibility conditions of
      Section 3.2, but who terminates employment prior to becoming a Member,
      shall become a Member in the Plan immediately upon his reemployment. Any
      other Employee whose employment terminates and who is subsequently
      reemployed shall become a Member in accordance with the provisions of
      Section 3.2. A Member who incurs a Severance from Service and is then
      reemployed shall reenter the Plan immediately upon his date of
      reemployment."

      2 The Plan is hereby amended by adding the following as new Section
3.5(b)(3)(E) and renumbering existing Section 3.5(b)(3)(E) accordingly:

      "(E) Notwithstanding anything in this Section 3.5(b)(3) to the contrary,
      if a Member received an involuntary cash-out under Section 5.4 of the
      Plan, his prior Benefit Service shall not be reinstated upon his
      reemployment by the Company or an Affiliate."

      3. Section 4.1(b) of the Plan is hereby amended by adding the following to
the end thereof:

      "Notwithstanding anything in the Plan to the contrary, a Member's Normal
      Retirement Benefit may not be decreased by reason of any increase in the
      benefit level payable under title II of the Social Security Act or any
      increase in the wage base under such title II, if such increase
<PAGE>
      takes place after the earlier of (i) the date on which such benefits
      commence; or (ii) the date the Member terminated from employment if the
      Member has not commenced benefits."

      4. Section 5.4 of the Plan is hereby amended by inserting the phrase "who
has terminated from employment" after the phrase "Member" in the first sentence
thereof.

      5. Section 9.4 of the Plan is hereby amended by adding a new Section
9.4(c) as follow:

      "If the Plan's vesting schedule is amended, or the Plan is amended in any
      way that directly or indirectly affects the computation of the Member's
      non-forfeitable percentage or if the plan is deemed amended by an
      automatic change to or from a top-heavy vesting schedule, each Member with
      at least 3 years of service with the employer may elect, within a
      reasonable period after the adoption of the amendment or change, to have
      the non-forfeitable percentage computed under the plan without regard to
      such amendment or change."


                                        ____________________________________
                                        Selective Insurance Company of America