Selective Insurance (SIGI) 10-Q 2006 Q2 Quarterly report

EXHIBIT 10.2

	Edward M. Anderson
	Vice President
	Insurance Credit Services
	225 Franklin Street, 7th Floor
	Boston, MA 02110-2804
	Telephone: 617 664 3782
June 9, 2006	Facsimile: 617 664 0646
	emanderson@statestreet.com

Selective Insurance Company of America
Selective Insurance Group, Inc.
40 Wantage Avenue
Branchville, NJ 07890-1000

     RE:Loan Facility

Ladies and Gentlemen:

     State Street Bank and Trust Company (the “Bank”) has made available to Selective Insurance Company of America, a corporation organized under the laws of New Jersey (the “Company”) and Selective Insurance Group, Inc., a corporation organized under the laws of New Jersey (the “Parent”) (collectively, the Company and the Parent are hereinafter referred to as the “Borrower”) an aggregate $20,000,000 revolving line of credit (the “Line of Credit”) as described in a letter agreement dated March 3, 1997 (as amended, the “Letter Agreement”). All obligations of the Borrower arising under the Line of Credit are evidenced by a promissory note in the principal amount of $20,000,000 dated March 3, 1997 made by the Borrower to the order of the Bank (as amended, the “Note”).

     The Borrower has requested, and the Bank has agreed pursuant to the terms hereof, to extend the Revolving Maturity Date, as defined in the Letter Agreement, as set forth hereinbelow. Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the Borrower and the Bank hereby agree as follows:

     I. Amendments to Letter Agreement

     Section 1 of the Letter Agreement is hereby amended by deleting the following therefrom: “June 26, 2006” and substituting the following therefor: “August 25, 2006”. All references to “Revolving Maturity Date” in the Letter Agreement, the Note or any related document shall hereafter be deemed to refer to August 25, 2006.

     II. Miscellaneous

     1. As amended hereby, all terms and conditions of the Letter Agreement and Note remain in full force and effect and are ratified and affirmed as of the date hereof and extended to give effect to the terms hereof.

Selective Insurance Company of America
Selective Insurance Group, Inc.
June 9, 2006
Page 2

     2. Each Borrower represents and warrants to the Bank as follows: (a) no Event of Default has occurred and is continuing on the date hereof under the Letter Agreement or the Note; (b) each of the representations and warranties of the Borrowers contained in Paragraph 9 of the Letter Agreement is true and correct in all material respects on and as of the date of this letter amendment; (c) the execution, delivery and performance of each of this letter amendment, the Letter Agreement, as amended hereby, and the Note (collectively, the “Amended Documents”) (i) are, and will be, within its corporate power and authority, (ii) have been authorized by all necessary corporate proceedings, (iii) do not, and will not, require any consents or approvals including from any governmental authority other than those which have been received, (iv) will not contravene any provision of, or exceed any limitation contained in, the charter documents or by-laws or other organizational documents of such Borrower or any law, rule or regulation applicable to such Borrower, (v) do not constitute a default under any other agreement, order or undertaking binding on such Borrower; (d) each of the Amended Documents constitutes the legal, valid, binding and enforceable obligation of such Borrower, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general equitable principles; and (e) if the proceeds of any Revolving Loan are utilized to finance the purchase of the stock of the Parent, such use will be in compliance with Regulations U and X of the Board of Governors of the Federal Reserve System.

     3. This letter amendment shall constitute an agreement executed under seal to be governed by the laws of The Commonwealth of Massachusetts.

Selective Insurance Company of America
Selective Insurance Group, Inc.
June 9, 2006
Page 3

     4. This letter amendment may be executed in counterparts each of which shall be deemed to be an original document.

Sincerely,
STATE STREET BANK AND     TRUST COMPANY
By:	/s/ Edward M. Anderson
	Edward M. Anderson
	Vice President

Acknowledged and accepted:

SELECTIVE INSURANCE COMPANY OF AMERICA

By:	/s/ Dale A. Thatcher
Name:	DALE A. THATCHER
Title:	EVP,CFO & TREASURER
By:	/s/ Jennifer W. DiBerardino
Name:	Jennifer W. DiBerardino
Title:	VP, Assistant Treasurer
SELECTIVE INSURANCE GROUP, INC.
By:	/s/ Dale A. Thatcher
Name:	DALE A. THATCHER
Title:	EVP, CFO & TREASURER
By:	/s/ Jennifer W. DiBerardino
Name:	Jennifer W. DiBerardino
Title:	AVP, Assistant Treasurer