EMPLOYMENT AGREEMENT

Exhibit 10.23h

EMPLOYMENT AGREEMENT

This Employment Agreement, (the “ Agreement ”) is made as of the 20th day of February, 2009, between Selective Insurance Company of America , a New Jersey corporation with a principal place of business at 40 Wantage Avenue, Branchville, New Jersey 07890 (the “ Company ”) and Steven B. Woods , an individual residing at [Address Intentionally Omitted] (the “ Executive ”).

SECTION 1. DEFINITIONS .

1.1. Definitions . For purposes of this Agreement, the following terms shall have the meanings set forth below:

“ Accounting Firm ” has the meaning given to such term in Section 3.6(b) hereof.

“ Agreement ” has the meaning given to such term in the Preamble hereto.

“ Board ” means the Board of Directors of the Company’s Parent.

“ Cause ” means any one or more of the following:

(i) the Executive shall have been convicted by a court of competent jurisdiction of, or pleaded guilty or nolo contendere to, any felony under, or within the meaning of, applicable United States federal or state law;

(ii) the Executive shall have breached in any respect any one or more of the material provisions of this Agreement, including, without limitation, any failure to comply with the Code of Conduct, and, to the extent such breach may be cured, such breach shall have continued for a period of thirty (30) days after written notice by the Company’s Chief Executive Officer to the Executive specifying such breach; or

(iii) the Executive shall have engaged in acts of insubordination, gross negligence or willful misconduct in the performance of the Executive’s duties and obligations to the Company.

For purposes of clauses (ii) and (iii) of this definition of “Cause”, no act, or failure to act, on the part of the Executive shall be considered grounds for “Cause” under such clauses if such act, or such failure to act, was done or omitted to be done based upon authority or express direction given by the Chief Executive Officer or based upon the advice of counsel for the Company.

“ Change in Control ” means the occurrence of an event of a nature that would be required to be reported by the Company’s Parent in response to Item 5.01 of a Current Report on Form 8-K, as in effect on the date thereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act; provided , however , that a Change in 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” (as such terms are used in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act or any successor provisions to either of the foregoing), including, without limitation, any current shareholder or shareholders of the Company’s Parent, of securities of the Company’s Parent resulting in such person or group being a “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act) of twenty-five percent (25%) or more of any class of Voting Securities of the Company’s Parent;

(ii) The acquisition by any “person” or “group” (as such terms are used in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act or any successor provisions to either of the foregoing), including, without limitation, any current shareholder or shareholders of the Company’s Parent, of securities of the Company’s Parent resulting in such person or group being a “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act) of twenty percent (20%) or more, but less than twenty-five percent (25%), of any class of Voting Securities of the Company’s Parent, if the Board adopts a resolution that such acquisition constitutes a Change in Control;

(iii) The sale or disposition of more than fifty percent (50%) of the Company’s Parent’s assets on a consolidated basis, as shown in the Company’s Parent’s then most recent audited consolidated balance sheet;

(iv) The reorganization, recapitalization, merger, consolidation or other business combination involving the Company’s Parent the result of which is the ownership by the shareholders of the Company’s Parent of less than eighty percent (80%) of those Voting Securities of the resulting or acquiring Person having the power to vote in the elections of the board of directors of such Person; or

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

(vi) Anything in this definition of Change in Control to the contrary notwithstanding, no Change in Control shall be deemed to have occurred for purposes of this Agreement by virtue of any transaction which results in the Executive, or a group of Persons which includes the Executive, acquiring, directly or indirectly, Voting Securities of the Company’s Parent.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Code of Conduct ” has the meaning given to such term in Section 2.3(a) hereof.

“ Commencement Date ” has the meaning given to such term in Section 2.2 hereof.

“ Company ” has the meaning given to such term in the Preamble hereto and includes any Person which shall succeed to or assume the obligations of the Company hereunder pursuant to Section 5.6 hereof.

“Company’s Parent” means Selective Insurance Group, Inc., a publicly traded New Jersey corporation with a principal office at 40 Wantage Avenue, Branchville, New Jersey 07890.

“Covered Employee” means a covered employee, within the meaning of Section 162(m)(3) of the Code, of the Company.

“ Determination ” has the meaning given to such term in Section 3.6(b) hereof.

“ Disability ” means the Executive’s physical injury or physical or mental illness which causes him to be absent from his duties with the Company on a full-time basis for a continuous period in excess of the greater of: (i) the period of disability constituting permanent disability as specified under the Company’s long-term disability insurance coverage applicable to the Executive at the time of the determination of the existence of a disability (or, if such determination is made after the occurrence of a Change in Control, as specified under the long-term disability insurance coverage applicable to the Executive prior to a Change in Control) or (ii) 180 days, unless within thirty (30) days after a Notice of Termination is thereafter given the Executive shall have returned to the full-time performance of his duties.

“ Early Termination ” has the meaning given to such term in Section 3.2 hereof.

“ Excise Tax ” has the meaning given to such term in Section 3.6(a) hereof.

“ Executive ” has the meaning given to such term in the Preamble hereto.

“ Extended Benefit Period ” has the meaning given to such term in Section 3.3(c) hereof.

“ Good Reason ” means the occurrence of any one or more of the following conditions; provided , however, that no such condition shall be deemed to constitute “Good Reason” unless the Executive provides notice of such condition to the Company within ninety (90) days of its initial existence, and the Company shall have failed to remedy the condition within thirty (30) days of its receipt of such notice:

(i) any material diminution in the Executive’s Salary below the annualized rate in effect on the date on which a Change in Control shall have occurred, unless such reduction is implemented for the senior executive staff generally, provided , however that such reduction shall constitute Good Reason even if implemented for senior executive staff generally if such reduction occurs within two years after a Change in Control;

(ii) any material negative change in the aggregate benefits the Executive receives, other than as a result of the normal expiration of any Plan as to other eligible employees in accordance with its terms as in effect on the date preceding the date on which a Change in Control shall have occurred, or unless such change affects all participants of such Plan generally;

(iii) without the Executive’s express prior written consent, a material diminution of the Executive’s position, duties, responsibilities and status with the Company immediately prior to a Change in Control, or any material diminution in the Executive’s responsibilities as an executive of the Company as compared with those he had as an executive of the Company immediately prior to a Change in Control, or any material negative change in the Executive’s titles or office as in effect immediately prior to a Change in Control, except in connection with the termination of the Executive’s employment for Cause, Disability or Retirement or as a result of the Executive’s death, or by his termination of his employment other than for Good Reason;

(iv) without the Executive’s express prior written consent, the imposition of a requirement by the Company that the Executive be based at any location in excess of fifty (50) miles from the location of the Executive’s office on the date preceding the date on which a Change in Control shall have occurred;

(v) the failure by the Company’s Parent to obtain from any Person with which it may merge or consolidate or to which it may sell all or substantially all of its assets, the agreement of such Person as set forth in the proviso in Section 5.6 hereof; provided that such merger, consolidation or sale constitutes a Change in Control; or

(vi) within two years after a Change in Control shall have occurred, any action or inaction that constitutes a material breach by the Company of any of the terms and conditions of this Agreement.

“ Gross-Up Payment ” has the meaning given to such term in Section 3.6(a) hereof.

“ Notice of Termination ” means a written notice which shall (i) indicate the specific termination provision in this Agreement relied upon, (ii) set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and, (iii) specify the date of termination in accordance with this Agreement (other than for a termination for Cause).

“ Overpayments ” has the meaning given to such term in Section 3.6(c) hereof.

“ Person ” means an individual, partnership, corporation, association, limited liability company, trust, joint venture, unincorporated organization, and any government, governmental department or agency or political subdivision thereof.

“ Plans ” has the meaning given to such term in Section 2.4(b) hereof.

“ Rabbi Trust ” has the meaning given to such term in Section 3.4(d) hereof.

“ Release ” has the meaning given to such term in Section 3.5 hereof.

“ Restrictive Covenants ” has the meaning given to such term in Section 3.5 hereof.

“ Retirement ” means a termination of the Executive’s employment by the Company or the Executive (i) at such age as shall be established by the Company’s Board for mandatory or normal retirement of Company executives in general (which age shall be, if the determination of Retirement is made after the occurrence of a Change in Control, the age established by the Company’s Board prior to a Change in Control), which shall not be less than age 65, or (ii) at any other retirement age set by mutual agreement of the Company and the Executive and approved by the Company’s Board.

“ Salary ” has the meaning given to such term in Section 2.4(a) hereof.

“Section 409A ” means Section 409A of the Code and the regulations of the Treasury and other applicable guidance promulgated thereunder.

“ Section 409A Tax ” has the meaning given to such term in Section 3.7 hereof.

“ Securities Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Term ” has the meaning given to such term in Section 2.2 hereof.

“ Termination Date ” means the date of the Executive’s termination of employment with the Company and its affiliates. If the Executive’s employment is to be terminated by the Company for Disability, the Executive’s employment shall terminate thirty (30) days after a Notice of Termination is given; provided that the Executive shall not have returned to the performance of the Executive’s duties on a full-time basis during such thirty (30) day period.

“ Total Payments ” has the meaning given to such term in Section 3.6(a) hereof.

“ Triggering Event ” has the meaning given to such term in Section 3.4(d) hereof.

“ Trustee ” has the meaning given to such term in Section 3.4(d) hereof.

“ Underpayments ” has the meaning given to such term in Section 3.6(c) hereof.

“ Voting Securities ” means, with respect to a specified Person, any security of such Person that has, or may have upon an event of default or in respect to any transaction, a right to vote on any matter upon which the holder of any class of common stock of such Person would have a right to vote.

1.2. Terms Generally . Unless the context of this Agreement requires otherwise, words importing the singular number shall include the plural and vice versa, and any pronoun shall include the corresponding masculine, feminine and neuter forms.

1.3. Cross-References . Unless otherwise specified, references in this Agreement to any Paragraph or Section are references to such Paragraph or Section of this Agreement.

SECTION 2. EMPLOYMENT AND COMPENSATION . The following terms and conditions will govern the Executive’s employment with the Company throughout the Term.

2.1. Employment . The Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, on the terms and conditions set forth herein.

2.2. Term . The term of employment of the Executive under this Agreement shall commence as of the date hereof (the “ Commencement Date ”) and, subject to Section 3.1 hereof, shall terminate on the third anniversary of the Commencement Date, and shall automatically be extended for additional one (1) year periods thereafter (any such renewal periods, together with the initial period, being referred to as the “ Term ”) unless terminated by either party by written notice to the other party.

2.3. Duties . (a) The Executive agrees to serve as Executive Vice President, Human Resources. In such capacity, the Executive shall have the responsibilities and duties customary for such office(s) and such other executive responsibilities and duties as are assigned by the Company’s Chief Executive Officer which are consistent with the Executive’s position(s). The Executive agrees to devote substantially all his business time, attention and services to the business and affairs of the Company and its affiliates and to perform his duties to the best of his ability. At all times during the performance of this Agreement, the Executive will adhere to the Code of Conduct of the Company (the “ Code of Conduct ”) that has been or may hereafter be established and communicated by the Company to the Executive for the conduct of the position or positions held by the Executive. The Executive may not accept directorships on the board of directors of for-profit corporations without the prior written consent of the Chief Executive Officer of the Company. The Executive may accept directorships on the board of directors of not-for-profit corporations without the Chief Executive Officer’s prior, written consent so long as (a) such directorships do not interfere with Executive’s ability to carry out his responsibilities under this Agreement, and (b) Executive promptly notifies the Chief Executive Officer in writing of the fact that he has accepted such a non-profit directorship.

(b)  If the Company or the Executive elects not to renew the Term pursuant to Section 2.2, the Executive shall continue to be employed under this Agreement until the expiration of the then current Term (unless earlier terminated pursuant to Section 3.1 hereof), shall cooperate fully with the Chief Executive Officer and shall perform such duties not inconsistent with the provisions hereof as he shall be assigned by the Chief Executive Officer.

2.4. Compensation .

(a)  Salary . For all services rendered by the Executive under this Agreement, the Company shall pay the Executive a salary during the Term at a rate of not less than Three Hundred Twenty-Five Thousand Dollars ($325,000) per year, which may be increased but not decreased unless decreased for the senior executive staff generally (the “ Salary ”), payable in installments in accordance with the Company’s policy from time to time in effect for payment of salary to executives. The Salary shall be reviewed no less than annually by the Chief Executive Officer and nothing contained herein shall prevent the Board from at any time increasing the Salary or other benefits herein provided to be paid or provided to the Executive or from providing additional or contingent benefits to the Executive as it deems appropriate.

(b)  Benefits .

(i) Standard Benefits . During the Term, the Company shall permit the Executive to participate in or receive benefits under the Selective Insurance Group, Inc. 2005 Omnibus Stock Plan, the Selective Insurance Group, Inc. Cash Incentive Plan, the Selective Insurance Retirement Savings Plan, the Selective Insurance Company of America Deferred Compensation Plan, and any other incentive compensation, stock option, stock appreciation right, stock bonus, pension, group insurance, retirement, profit sharing, medical, disability, accident, life insurance plan, relocation plan or policy, or any other plan, program, policy or arrangement of the Company intended to benefit the employees of the Company generally, if any, in accordance with the respective provisions thereof, from time to time in effect (collectively, the “ Plans ”). The term “Plans” does not include the SERP Benefit described in Section 2.4(b)(iv) below.

(ii) Cash Payment Upon Commencement of Employment . A lump sum payment of One Hundred Fifty Thousand ($150,000) shall, subject to applicable tax withholding, be paid to Executive on January 30, 2009. In the event Executive voluntarily terminates employment with the Company, other than for Good Reason, within twenty-four (24) months of his commencement of employment with the Company, Executive agrees to repay this lump sum payment to the Company, on a prorated basis, based on the above-referenced twenty-four (24) month period.

(iii) Initial Restricted Stock Unit Award . The Company shall arrange to provide Executive, as of January 20, 2009 with a grant of restricted stock units pursuant to the Selective Insurance Group, Inc. 2005 Omnibus Stock Plan and the applicable restricted stock unit award agreement. Such award shall have a three- (3) year vesting period and a monetized value on the grant date of grant of One Hundred Thousand Dollars ($100,000).

(iv) Supplemental Executive Retirement Plan Benefit (“SERP Benefit”) . As you are ineligible to participate in the Retirement Income Plan for Selective Insurance Company of America, provided you remain employed with the Company through February 19, 2016, you will become eligible for a retirement benefit under a Supplemental Executive Retirement Plan arrangement (“SERP”) established for you by the Company. Under this SERP your benefit accrual shall be calculated in the same manner benefit accruals are calculated under the Retirement Income Plan for Selective Insurance Company of America, except: (A) as of February 19, 2006 you will be credited with eight (8) years of Benefit Service; and (B) your benefit under the SERP shall not be limited by annual pensionable compensation limits and maximum benefit limits imposed by Section 401(a)(17) and Section 415, respectively of the Code. Any additional Benefit Service following February 19, 2016 shall be credited to match the period of your employment with the Company following February 19, 2016.

Payment of the SERP benefit shall be made in the same form and at the same time as Executive’s benefits under the Selective Insurance Supplemental Pension Plan and to the extent SICA deposits funds into a “grantor” trust, as described in Section 671 et. seq. of the Code (the “Rabbi Trust”) to meet the obligations of the Selective Insurance Supplemental Pension Plan, SICA shall make proportionately corresponding deposits in a sub account in the Rabbi Trust to assist in meeting SICA’s SERP obligation under this Agreement.

The SERP benefit will not be payable through the Retirement Income Plan for Selective Insurance Company of America, or the Selective Insurance Supplemental Pension Plan, but rather, shall be payable through a separate unfunded supplemental pension plan to be established by SICA by virtue of this Agreement.

Upon a Change in Control, the Company shall, as soon as practicable, but in no event later than sixty (60) days following the Change in Control, make an irrevocable contribution to the Executive’s SERP benefit sub-account in the Rabbi Trust, in an amount sufficient to pay, on a pre-tax basis, the SERP benefit to which he would be entitled under this Agreement as of the date of the Change in Control, without regard to whether such benefit was fully vested at such time.

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 Rabbi Trust in an amount sufficient to pay to the Executive or his beneficiary, taking into account any assets of the Rabbi Trust 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 this Agreement as of the close of such calendar year.

Any dispute which may arise between the Executive and SICA with respect to the construction, interpretation or application of the terms of Section 2.4(b)(iv) relating to the SERP, shall be governed by the Claim and Appeal Procedure contained in the Selective Insurance Supplemental Pension Plan, As Amended and Restated Effective January 1, 2005, which Claim and Appeal Procedure is hereby incorporated by reference into this Agreement.

(v) Automobile Expense . The Company shall pay Executive on January 30, 2009 Sixty One Thousand Six Hundred Sixty-Seven Dollars ($61,667.65) subject to applicable tax withholding to compensate for the loss of the value of the automobile provided to Executive by his previous employer.

(vi) Temporary Housing Expense Reimbursement . Provided Executive remains employed by the Company through the date of each reimbursement payment provided for under this Section 2.4(b)(vi), the Company shall pay Executive per month, for up to twenty-four (24) consecutive months commencing in February, 2009, Fifteen Hundred Dollars ($1,500), subject to applicable tax withholding, as reimbursement for temporary housing in the Sussex County, New Jersey area. Executive shall be required to provide documentation satisfactory to the Company to substantiate the reimbursement expense. If Executive relocates his primary residence prior to the conclusion of this twenty-four (24) month period under the terms of the Company’s Employee Relocation Assistance Program as referenced in 2.4(b)(vii) below, the Company’s obligation to provide the monthly temporary housing expense reimbursement shall terminate, except to the extent Executive remains obligated under a rental lease, in which case, Executive will remain eligible for the monthly reimbursement for up to the full twenty-four (24) month period.

(vii) Relocation Assistance . Provided: (i) Executive remains employed by the Company, and (ii) prior to January 20, 2012 Executive initiates the sale of his Center Valley, PA residence pursuant to Company’s Employee Relocation Assistance Program (“Relocation Program”), Executive will be eligible for full participation in the Relocation Program, on terms no less favorable than those prevailing under such program on the date Executive commenced employment with the Company. In the event Executive voluntarily terminates employment with the Company, other than for Good Reason, within twenty-four (24) months after final payment is made to Executive under this program, Executive agrees to repay the Company on a prorated basis, based on the period of time Executive remains employed with the Company during such twenty-four (24) month period, all costs and expenses incurred by the Company in connection with Executive’s participation in this program.

(c)  Vacations and Reimbursements . During the Term, the Executive shall be entitled to vacation time off and reimbursements for ordinary and necessary travel and entertainment expenses in accordance with the Company’s policies on such matters from time to time in effect.

(d)  Perquisites . During the Term, the Company shall provide the Executive with suitable offices, secretarial and other services, and other perquisites to which other executives of the Company generally are (or become) entitled, to the extent as are suitable to the character of the Executive’s position with the Company, subject to such specific limits on such perquisites as may from time to time be imposed by the Company’s Board and the Chief Executive Officer.

(e)  Taxable Reimbursements and Perquisites . Any taxable reimbursement of business or other expenses, or any provision of taxable in-kind perquisites or other benefits to the Executive, as specified under this Agreement, shall be subject to the following conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year; (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

SECTION 3. TERMINATION AND SEVERANCE .

3.1. Termination . The Executive’s employment hereunder shall commence on the Commencement Date and continue until the expiration of the Term, except that the employment of the Executive hereunder shall earlier terminate:

(a)  Death . Upon the Executive’s death.

(b) Disability . At the option of the Company, upon the Disability of the Executive.

(c)  For Cause . At the option of the Company, for Cause.

(d)  Resignation . At any time at the option of the Executive, by resignation (other than a resignation for Good Reason).

(e)  Without Cause . At any time at the option of the Company, without Cause; provided , that a termination of the Executive’s employment hereunder by the Company based on Retirement, death, or Disability shall not be deemed to be a termination without Cause.

(f)  Relocation . At the option of the Executive at any time prior to a Change in Control and within two years of the Company first imposing a requirement without the consent of the Executive that the Executive be based at a location in excess of fifty (50) miles from the location of the Executive’s office on the Commencement Date.

(g)  For Good Reason . At any time at the option of the Executive within two (2) years following the occurrence of a Change in Control, for Good Reason.

3.2. Procedure For Termination . Any termination of the Executive’s employment by the Company or by the Executive prior to the expiration of the Term (an “ Early Termination ”) shall be communicated by delivery of a Notice of Termination to the other party hereto given in accordance with Section 5.13 hereof. Any Early Termination shall become effective as of the applicable Termination Date.

3.3. Rights and Remedies on Termination . The Executive will be entitled to receive the payments and benefits specified below if there is an Early Termination.

(a)  Accrued Salary . If the Executive’s employment is terminated pursuant to any of the Paragraphs set forth in Section 3.1 hereof, then the Executive (or his legal representative, as applicable) shall only be entitled to receive his accrued and unpaid Salary through the Termination Date.

(b)  Severance Payments .

(i) If the Executive’s employment is terminated pursuant to Paragraphs (a) or (b) in Section 3.1 hereof, then the Executive (or his legal representative, as applicable) shall be entitled to receive a severance payment from the Company in an aggregate amount equal to the product of (A) 1.5 times (B) the Executive’s Salary plus an amount equal to the average of the three most recent annual cash incentive payments (each an “ACIP”), or such lesser number of ACIPs for which Executive was eligibile, if less than three, made to the Executive; provided that any such severance payment shall be reduced by the amount of payments the Executive receives under any life or disability insurance policies with respect to which the premiums were paid by the Company.

(ii) If the Executive’s employment is terminated pursuant to Paragraph (e) or (f) in Section 3.1 hereof, then the Executive shall be entitled to receive a severance payment from the Company in an aggregate amount equal to the product of (A) 1.5 times (B) the Executive’s Salary plus an amount equal to the average of the three most recent ACIP payments, or such lesser number of ACIPs for which Executive was eligibile, if less than three made to the Executive.

(iii) The severance payment required to be paid by the Company to the Executive pursuant to Paragraph (b)(i) or (b)(ii) above, shall, subject to Section 3.7, be paid in equal monthly installments over the twelve (12) month period following the Termination Date.

Notwithstanding the foregoing, the Executive shall not be entitled to any ACIP for the year in which the Termination Date occurs.

(c)  Severance Benefits .

(i) If the Executive’s emp