PAGE
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------------
Selective Insurance Group, Inc.
- --------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New Jersey 22-2168890
- --------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
40 Wantage Avenue, Branchville, New Jersey 07890
- --------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Selective Insurance Group, Inc. Stock Option Plan II
- --------------------------------------------------------------------------
(Full title of the plan)
Thornton R. Land, Esq.
Executive Vice President, Administration and General Counsel
Selective Insurance Group, Inc.
40 Wantage Avenue
Branchville, New Jersey 07890
- --------------------------------------------------------------------------
(Name and address of agent for service)
(973) 948-3000
- --------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copies to:
Stewart E. Lavey, Esq.
Shanley & Fisher, P.C.
131 Madison Avenue
Morristown, New Jersey 07962
---------------------
Calculation of Registration Fee
- --------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registra-
registered registered share(1) price(1) tion fee
- ---------- ---------- --------- ----------- ----------
Common Stock, 1,000,000 $ 54.25 $54,250,000 $ 16,439
$2.00 par value shares
(including
Series A Junior
Preferred Stock
purchase rights)(2)
- ---------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(h) based on the average of the high and low
price per share as reported on the Nasdaq National Market on
October 7, 1997.
(2) Prior to the occurrence of certain events, purchase rights for units
of Series A Junior Preferred Stock will not be evidenced separately from
the Common Stock.
PAGE
This Registration Statement covers the registration of an additional
1,000,000 shares of the common stock, $2.00 par value ("Common Stock")
(including Series A Junior Preferred Stock purchase rights) of Selective
Insurance Group, Inc. (the "Company") under the Company's Stock Option
Plan II (the "Plan"). The Company previously registered shares of its
Common Stock under the Plan pursuant to a Registration Statement on Form
S-8 (Registration No. 33-87534), the contents of which are hereby
incorporated by reference in accordance with General Instruction E of
Form S-8.
PAGE
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 9. Undertakings.
------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value
of securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-2
PAGE
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
the purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-3
PAGE
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Borough of Branchville, State of New
Jersey on the 8 day of October, 1997.
SELECTIVE INSURANCE GROUP, INC.
By: /s/James W. Entringer
---------------------
James W. Entringer
Chairman of the Board,
Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons
in the capacities and on the date indicated.
Signature Capacity in Which Signed
/s/James W. Entringer Chairman of the Board,
--------------------------- Chief Executive Officer and
James W. Entringer Director
/s/David B. Merclean Senior Vice President and Chief
--------------------------- Financial Officer
David B. Merclena (principal financial and
accounting officer)
/s/A. David Brown* Director
---------------------------
A. David Brown
/s/William A. Dolan, II* Director
---------------------------
William A. Dolan, II
/s/William C. Gray, D.V.M.* Director
---------------------------
William C. Gray, D.V.M.
II-4
PAGE
/s/C. Edward Herder* Director
---------------------------
C. Edward Herder
/s/Frederick H. Jarvis* Director
---------------------------
Frederick H. Jarvis
/s/William M. Kearns, Jr.* Director
---------------------------
William M. Kearns, Jr.
/s/Joan Lamm-Tennant, Ph.D.* Director
---------------------------
Joan Lamm-Tennant, Ph.D.
/s/S. Griffin McClellan III* Director
---------------------------
S. Griffin McClellan III
/s/Russell R. Moffett* Director
---------------------------
Russell R. Moffett
/s/Gregory E. Murphy* Director
---------------------------
Gregory E. Murphy
/s/William M. Rue* Director
---------------------------
William M. Rue
/s/Thomas D. Sayles, Jr.* Director
---------------------------
Thomas D. Sayles, Jr.
/s/J. Brian Thebault* Director
---------------------------
J. Brian Thebault
*James W. Entringer hereby signs this Registration Statement on Form S-8
on behalf of each of the indicated persons for whom he is attorney-in-fact
on October 8, 1997 pursuant to a power of attorney filed herewith.
By: /s/James W. Entringer
--------------------
James W. Entringer
Attorney-in-Fact
Dated: October 8, 1997
II-5
PAGE
EXHIBIT INDEX
Exhibit
- -------
4.1 Selective Insurance Group, Inc. Stock Option Plan II, as amended
5 Opinion of Shanley & Fisher, P.C.
23.1 Consent of Shanley & Fisher, P.C. (included in Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
24 Powers of Attorney
PAGE
EXHIBIT 4.1
SELECTIVE INSURANCE STOCK OPTION PLAN II
I. PURPOSE
This Selective Insurance Stock Option Plan II (the "Plan") is intended
to encourage employees of Selective Insurance Group, Inc. (the "Company")
and its subsidiaries to own stock in the Company and to provide incentive
to further the success of the Company.
II. SHARES SUBJECT TO THE PLAN
There will be reserved for issuance upon the exercise of Options granted
under the Plan 2,100,000 shares of the Company's Common Stock which may
be unissued or reacquired shares. If any option granted expires or
terminates for any reason without having been exercised in full, the
unpurchased shares shall again become available for the purposes of the
Plan.
III. ADMINISTRATION
The Plan shall be administered by a Compensation Committee
(the "Committee") appointed by the Board of Directors of the Company.
The Committee shall consist of two (2) or more directors of the Company, all
of whom shall be both "Non-Employee Directors" within the meaning of Rule
16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and "Outside Directors" as defined for the purposes of Section 162(m)
of the Internal Revenue Code of 1986, as amended (the "Code"). Subject to
the terms and conditions of the Plan, the Committee shall have the exclusive
authority to select the terms and conditions of Option Agreements
(as hereinafter defined) and whether an option will be granted to
an employee as a stock option which qualifies as an incentive Stock Option
under Section 422 of the Code (hereinafter referred to as a "Qualified
Option") or a Stock Option which does not qualify under the Code
(hereinafter referred to as a "Non-Qualified Option"). The Committee
shall determine the number of shares of Common Stock to be acquired by the
exercise of Qualified Options and Non-Qualified Options, the term during
which the Qualified Options and Non-Qualified Options may be exercised and
the application or withdrawal of any restrictions which may be deemed
appropriate in its discretion. (Qualified Options and Non-Qualified Options
are sometimes collectively hereinafter referred to as "Options" or
"Stock Options.")
IV. ELIGIBLE PARTICIPANTS
All employees of the Company and its subsidiaries shall be eligible to
participate in the Plan. No member of the Committee shall be eligible
to participate in this Plan. The Committee shall:
(a) determine the employees of the Company and its subsidiaries
to whom Qualified Options and Non Qualified Options may be granted; and
(b) grant Options, from time to time, to such eligible
participants as it may select.
V. TERMS AND CONDITIONS OF OPTIONS
Qualified Options and Non-Qualified Options shall be in such form and on
such terms and conditions as the Committee shall, from time to time,
approve subject to the following terms and conditions:
(a) The aggregate fair market value (determined at the time the
option is granted) of the shares with respect to which Qualified Options
are exercisable for the first time by a participant during any calendar
year shall not exceed $100,000. To the extent permitted by the Code,
Qualified Options granted in excess of such amount may be deemed or amended
to be Non-Qualified Options.
(b) The option price per share shall not be less than its fair
market value on the date of such grant.
(c) The term of the option shall not be more than ten (10) years
from the date such option is granted.
(d) An option shall not be transferable, except by will or by the
laws of descent and distribution, during the life-time of the person to whom
the option is granted; he/she alone may exercise it.
(e) No Qualified Option shall be granted to an employee who, at
the time the option is granted, owns stock representing more than 10 percent
of the total combined voting power of all classes of stock of the employer.
This stock ownership limitation will not apply if the option price is at
least 110 percent of the fair market value (at the time the option is
granted) of the stock subject to the option and the option by its terms is
not exercisable more than five (5) years from the date it is granted.
(f) Options to purchase no more than 40,000 shares of Common
Stock may be granted (together with related Stock Appreciation Rights under
Article XIII hereof) to any eligible participant during any twelve-month
period during the term of the Plan.
VI. GRANTS OF COMMON STOCK
The Committee may, in its discretion, at any time or from time to time,
make restricted or unrestricted grants of Common Stock, or grant rights
to receive Common Stock, to eligible participants in the Plan in addition to
or in substitution for Options and/or SARs granted hereunder. The right
to receive no more than 40,000 shares of Common Stock shall be granted to
any participant in the Plan during any twelve-month period during the term
of the Plan. Each such grant shall be expressly subject to the attainment of
one or more performance-related objectives based on return on equity, per
share earnings, reduction of costs, increase in premiums written or earned,
total return to stockholders, combined ratio or loss and loss expense ratio
of the Company, or a subsidiary or subsidiaries of the Company, as shall be
determined by the Committee at or prior to the date of grant and set forth
in an award agreement. Each such grant also shall be subject to such vesting
period or other terms, conditions, restrictions and limitations as shall be
determined by the Committee in its discretion and set forth in an award
agreement. The number of shares of Common Stock available for such grants
shall be included in the total number of shares of Common Stock reserved
for issuance under the Plan, and the number of shares of Common Stock
awarded pursuant to such grants shall reduce the number of shares of Common
Stock available for the purposes of the Plan as set forth in Section II
hereof, provided that any such shares of Common Stock that shall be
forfeited because of the failure of any condition or restriction of an
award shall again be available for the purposes of the Plan. Notwithstanding
the terms and conditions set forth in an award agreement, the Committee, in
its discretion, may accelerate the time at which any award may vest. In case
the number of outstanding shares of Common Stock of the Company is changed
as a result of a stock dividend, stock split or other readjustments or if
the outstanding shares of Common Stock shall be exchanged for securities of
the Company or another Company by reason of any merger, consolidation or
other similar corporate change, the Committee shall make an appropriate
adjustment in the number of shares subject to each then outstanding grant
of Common Stock. No award agreement shall impose any obligation on the
Company to continue to employ any employee.
VII. TERMINATION OF EMPLOYMENT
If an employee shall cease to be employed by the Company for any reason
other than disability or death, then any outstanding Qualified Option
granted to such employee shall terminate three (3) months after the date
of termination of employment, and any outstanding Non-Qualified Option
granted to such employee shall terminate twelve (12) months after the date
of termination.
VIII. DISABILITY
If an employee shall cease to be employed by the Company as a result
of disability, then any Options that are exercisable by the employee at the
time employment ceases may be exercised within twelve (12) months after the
date that such employee's employment ceases.
IX. DEATH
If an employee's death occurs while employed by the Company, his/her estate,
representative or beneficiary shall have the right to exercise those Options
granted to the employee which were exercisable by him/her at the time of
his/her death at any time within twelve (12) months after the date of
his/her death.
X. CHANGES IN CAPITAL STOCK
In case the number of outstanding shares of Common Stock of the Company is
changed as a result of a stock dividend, stock split or other readjustments
or if the outstanding shares of Common Stock of the Company shall be
exchanged for securities of the Company or another company by reason of
any merger, consolidation or other similar corporate change, the Committee
shall make an appropriate adjustment in the aggregate number of shares which
may be subject to Stock Options granted under the Plan and in the number of
shares subject to and the option price of each then outstanding option.
XI. EXERCISE OF OPTIONS
An employee electing to exercise an option shall give written notice to the
Company of such election and the number of shares of Common Stock that
he/she has elected to acquire. An employee will have no rights of a
stockholder with respect to shares of Common Stock to be acquired upon
the exercise of an option until the issuance to him/her of a certificate
representing said shares.
XII. OPTION AGREEMENTS
Agreements granting Options under the Plan ("Option Agreements") shall be
in writing duly executed and delivered by or on behalf of the Company and
the optionee and shall contain such terms and conditions as the Committee
deems advisable. If there is any conflict between the terms and conditions
of any Option Agreements and of the Plan, the terms and conditions of the
Plan shall control. Option Agreements shall clearly specify whether Options
granted pursuant to the Plan are either Qualified Options or Non-Qualified
Options.
XIII. PAYMENT
The option price shall be payable upon the exercise of the option and shall
be paid in cash or in shares of Common Stock of the Company. If shares of
Common Stock are tendered as payment of the option price, the value of any
such stock shall be the fair market value per share of Common Stock as of
the date of exercise.
XIV. STOCK APPRECIATION RIGHTS
A Stock Appreciation Right ("SAR") may be granted in conjunction with
any Qualified Option or any Non-Qualified Option under the Plan. If an SAR
is exercised, the employee shall surrender the related Qualified Option or
Non-Qualified Option or portion thereof.
The SAR shall be subject to the same terms and conditions as the Qualified
Option or Non-Qualified Option in connection with which the SAR was granted.
Upon exercise of the SAR, the employee will receive payment of the amount
determined by subtracting the option exercise price per share of Common
Stock from the fair market value per share of Common Stock on the exercise
date and multiplying this amount by the number of SARs being exercised.
Payment of the amount determined above shall be made in stock, cash or
partly in stock and partly in cash as the Committee shall determine in its
absolute discretion at the time of exercise. The number of SARs granted an
employee will be determined by the Committee in its sole discretion, subject
to the limitations set forth in Article V, Section (f) of the Plan.
XV. TERM OF PLAN
The Plan shall terminate ten (10) years after the effective date of the
Plan, and no option shall be granted pursuant to the Plan after termination
of the Plan.
XVI. CONTINUANCE OF EMPLOYMENT
Neither the Plan nor any Option Agreements shall impose any obligation on
the Company to continue to employ any employee.
XVII. EFFECTIVE DATE
The Plan shall become effective as of September 1, 1992, subject to the
approval no later than September 1, 1993, by the holders of a majority of
the outstanding shares of Common Stock represented at a duly held meeting
of stockholders.
XVIII. AMENDMENTS
This Plan may be amended by recommendation of the Committee and approval of
the Board of Directors to the extent permitted by law. In no event shall the
Committee amend the Plan to: (a) change the purchase price of the stock, (b)
extend any option date, or (c) extend the termination date of the Plan.
PAGE
EXHIBIT 5
SHANLEY & FISHER, P.C.
131 Madison Avenue
Morristown, New Jersey 07962-1979
October 8, 1997
Selective Insurance Group, Inc.
40 Wantage Avenue
Branchville, New Jersey 07890
Re: Selective Insurance Group, Inc.
Stock Option Plan II
Ladies and Gentlemen:
We have acted as special counsel to Selective Insurance Group, Inc.,
a New Jersey corporation (the "Company"), in connection with the preparation
and filing under the Securities Act of 1933, as amended (the "Act"), of
a Registration Statement on Form S-8 (the "Registration Statement") relating
to the offer and sale of up to 1,000,000 shares of the Company's common
stock, par value $2.00 per share (the "Shares"), pursuant to the Company's
Stock Option Plan II (the "Plan").
For purposes of this opinion, we have examined originals or copies,
certified or otherwise, identified to our satisfaction, of the Registration
Statement, together with exhibits filed as a part thereof, and all such
other documents, records, certificates, including certificates of public
officials, and other instruments as we have deemed necessary or appropriate.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing under
the laws of the State of New Jersey.
2. The Shares have been duly authorized and, when sold in the manner
and for the consideration contemplated by the Plan and the Registration
Statement, will be validly issued, fully paid and non-assessable.
PAGE
Selective Insurance Group, Inc.
October 8, 1997
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name therein. By giving the
foregoing consent, we do not admit that we are persons whose consent is
required under Section 7 of the Act.
Very truly yours,
SHANLEY & FISHER, P.C.
PAGE
EXHIBIT 23.2
Consent of Independent Auditors
-------------------------------
The Board of Directors and Stockholders
Selective Insurance Group, Inc.
We consent to the incorporation by reference herein of our reports dated
January 17, 1997, relating to the consolidated balance sheets of Selective
Insurance Group, Inc. and subsidiaries as of December 31, 1996 and 1995,
and the related consolidated statements of income, stockholders' equity
and cash flows and related schedules for each of the years in the three-year
period ended December 31, 1996, which reports appear in the December 31,
1996 Annual Report on Form 10-K of Selective Insurance Group, Inc.
As discussed in notes 1 and 3 to the consolidated financial statements, the
Company adopted the provisions of the Financial Accounting Standards No.
115, "Accounting for Certain Investments in Debt and Equity Securities" in
1994.
/s/KPMG Peat Marwick
October 8, 1997
Short Hills, New Jersey
PAGE
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints James W. Entringer his true and lawful attorney and agent to do any
and all acts and things and to execute any and all instruments which said
attorney and agent may deem necessary or desirable to enable Selective
Insurance Group, Inc. (the "Company") to comply with the Securities Act of
1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "Commission") thereunder in
connection with the registration under the Act of shares of common stock of
the Company, to be issued pursuant to the Selective Insurance Stock Option
Plan II, including, without limiting the generality of the foregoing, power
and authority to sign the name of the undersigned in the undersigned's
capacity as a member of the Board of Directors of the Company to a
Registration Statement on Form S-8 or other appropriate form covering the
said plan interests and shares of common stock (the "Registration
Statement"), and any amendments thereto, to be filed with the Commission,
and to any and all instruments or documents filed as part of or in
connection with the Registration Statement or any amendments thereto; and
the undersigned hereby ratifies and confirms all that said attorney and
agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 8 day of October, 1997.
/s/A. David Brown
-----------------
PAGE
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints James W. Entringer his true and lawful attorney and agent to do any
and all acts and things and to execute any and all instruments which said
attorney and agent may deem necessary or desirable to enable Selective
Insurance Group, Inc. (the "Company") to comply with the Securities Act of
1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "Commission") thereunder in
connection with the registration under the Act of shares of common stock of
the Company, to be issued pursuant to the Selective Insurance Stock Option
Plan II, including, without limiting the generality of the foregoing, power
and authority to sign the name of the undersigned in the undersigned's
capacity as a member of the Board of Directors of the Company to a
Registration Statement on Form S-8 or other appropriate form covering the
said plan interests and shares of common stock (the "Registration
Statement"), and any amendments thereto, to be filed with the Commission,
and to any and all instruments or documents filed as part of or in
connection with the Registration Statement or any amendments thereto; and
the undersigned hereby ratifies and confirms all that said attorney and
agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 8 day of October, 1997.
/S/William A. Dolan, II
-----------------------
PAGE
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints James W. Entringer his true and lawful attorney and agent to do any
and all acts and things and to execute any and all instruments which said
attorney and agent may deem necessary or desirable to enable Selective
Insurance Group, Inc. (the "Company") to comply with the Securities Act of
1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "Commission") thereunder in
connection with the registration under the Act of shares of common stock of
the Company, to be issued pursuant to the Selective Insurance Stock Option
Plan II, including, without limiting the generality of the foregoing, power
and authority to sign the name of the undersigned in the undersigned's
capacity as a member of the Board of Directors of the Company to a
Registration Statement on Form S-8 or other appropriate form covering the
said plan interests and shares of common stock (the "Registration
Statement"), and any amendments thereto, to be filed with the Commission,
and to any and all instruments or documents filed as part of or in
connection with the Registration Statement or any amendments thereto; and
the undersigned hereby ratifies and confirms all that said attorney and
agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 8 day of October, 1997.
/S/William C. Gray
------------------
PAGE
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints James W. Entringer his true and lawful attorney and agent to do any
and all acts and things and to execute any and all instruments which said
attorney and agent may deem necessary or desirable to enable Selective
Insurance Group, Inc. (the "Company") to comply with the Securities Act of
1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "Commission") thereunder in
connection with the registration under the Act of shares of common stock of
the Company, to be issued pursuant to the Selective Insurance Stock Option
Plan II, including, without limiting the generality of the foregoing, power
and authority to sign the name of the undersigned in the undersigned's
capacity as a member of the Board of Directors of the Company to a
Registration Statement on Form S-8 or other appropriate form covering the
said plan interests and shares of common stock (the "Registration
Statement"), and any amendments thereto, to be filed with the Commission,
and to any and all instruments or documents filed as part of or in
connection with the Registration Statement or any amendments thereto; and
the undersigned hereby ratifies and confirms all that said attorney and
agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 8 day of October, 1997.
/S/C. Edward Herder
-------------------
PAGE
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints James W. Entringer his true and lawful attorney and agent to do any
and all acts and things and to execute any and all instruments which said
attorney and agent may deem necessary or desirable to enable Selective
Insurance Group, Inc. (the "Company") to comply with the Securities Act of
1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "Commission") thereunder in
connection with the registration under the Act of shares of common stock of
the Company, to be issued pursuant to the Selective Insurance Stock Option
Plan II, including, without limiting the generality of the foregoing, power
and authority to sign the name of the undersigned in the undersigned's
capacity as a member of the Board of Directors of the Company to a
Registration Statement on Form S-8 or other appropriate form covering the
said plan interests and shares of common stock (the "Registration
Statement"), and any amendments thereto, to be filed with the Commission,
and to any and all instruments or documents filed as part of or in
connection with the Registration Statement or any amendments thereto; and
the undersigned hereby ratifies and confirms all that said attorney and
agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 8 day of October, 1997.
/S/Frederick H. Jarvis
----------------------
PAGE
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints James W. Entringer his true and lawful attorney and agent to do any
and all acts and things and to execute any and all instruments which said
attorney and agent may deem necessary or desirable to enable Selective
Insurance Group, Inc. (the "Company") to comply with the Securities Act of
1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "Commission") thereunder in
connection with the registration under the Act of shares of common stock of
the Company, to be issued pursuant to the Selective Insurance Stock Option
Plan II, including, without limiting the generality of the foregoing, power
and authority to sign the name of the undersigned in the undersigned's
capacity as a member of the Board of Directors of the Company to a
Registration Statement on Form S-8 or other appropriate form covering the
said plan interests and shares of common stock (the "Registration
Statement"), and any amendments thereto, to be filed with the Commission,
and to any and all instruments or documents filed as part of or in
connection with the Registration Statement or any amendments thereto; and
the undersigned hereby ratifies and confirms all that said attorney and
agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 8 day of October, 1997.
/S/William M. Kearns, Jr.
-------------------------
PAGE
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints James W. Entringer his true and lawful attorney and agent to do any
and all acts and things and to execute any and all instruments which said
attorney and agent may deem necessary or desirable to enable Selective
Insurance Group, Inc. (the "Company") to comply with the Securities Act of
1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "Commission") thereunder in
connection with the registration under the Act of shares of common stock of
the Company, to be issued pursuant to the Selective Insurance Stock Option
Plan II, including, without limiting the generality of the foregoing, power
and authority to sign the name of the undersigned in the undersigned's
capacity as a member of the Board of Directors of the Company to a
Registration Statement on Form S-8 or other appropriate form covering the
said plan interests and shares of common stock (the "Registration
Statement"), and any amendments thereto, to be filed with the Commission,
and to any and all instruments or documents filed as part of or in
connection with the Registration Statement or any amendments thereto; and
the undersigned hereby ratifies and confirms all that said attorney and
agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 8 day of October, 1997.
/S/Joan Lamm-Tennant
--------------------
PAGE
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints James W. Entringer his true and lawful attorney and agent to do any
and all acts and things and to execute any and all instruments which said
attorney and agent may deem necessary or desirable to enable Selective
Insurance Group, Inc. (the "Company") to comply with the Securities Act of
1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "Commission") thereunder in
connection with the registration under the Act of shares of common stock of
the Company, to be issued pursuant to the Selective Insurance Stock Option
Plan II, including, without limiting the generality of the foregoing, power
and authority to sign the name of the undersigned in the undersigned's
capacity as a member of the Board of Directors of the Company to a
Registration Statement on Form S-8 or other appropriate form covering the
said plan interests and shares of common stock (the "Registration
Statement"), and any amendments thereto, to be filed with the Commission,
and to any and all instruments or documents filed as part of or in
connection with the Registration Statement or any amendments thereto; and
the undersigned hereby ratifies and confirms all that said attorney and
agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 8 day of October, 1997.
/S/S. Griffin McClellan III
---------------------------
PAGE
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints James W. Entringer his true and lawful attorney and agent to do any
and all acts and things and to execute any and all instruments which said
attorney and agent may deem necessary or desirable to enable Selective
Insurance Group, Inc. (the "Company") to comply with the Securities Act of
1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "Commission") thereunder in
connection with the registration under the Act of shares of common stock of
the Company, to be issued pursuant to the Selective Insurance Stock Option
Plan II, including, without limiting the generality of the foregoing, power
and authority to sign the name of the undersigned in the undersigned's
capacity as a member of the Board of Directors of the Company to a
Registration Statement on Form S-8 or other appropriate form covering the
said plan interests and shares of common stock (the "Registration
Statement"), and any amendments thereto, to be filed with the Commission,
and to any and all instruments or documents filed as part of or in
connection with the Registration Statement or any amendments thereto; and
the undersigned hereby ratifies and confirms all that said attorney and
agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 8 day of October, 1997.
/S/Russell R. Moffett
---------------------
PAGE
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints James W. Entringer his true and lawful attorney and agent to do any
and all acts and things and to execute any and all instruments which said
attorney and agent may deem necessary or desirable to enable Selective
Insurance Group, Inc. (the "Company") to comply with the Securities Act of
1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "Commission") thereunder in
connection with the registration under the Act of shares of common stock of
the Company, to be issued pursuant to the Selective Insurance Stock Option
Plan II, including, without limiting the generality of the foregoing, power
and authority to sign the name of the undersigned in the undersigned's
capacity as a member of the Board of Directors of the Company to a
Registration Statement on Form S-8 or other appropriate form covering the
said plan interests and shares of common stock (the "Registration
Statement"), and any amendments thereto, to be filed with the Commission,
and to any and all instruments or documents filed as part of or in
connection with the Registration Statement or any amendments thereto; and
the undersigned hereby ratifies and confirms all that said attorney and
agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 8 day of October, 1997.
/S/William M. Rue
-----------------
PAGE
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints James W. Entringer his true and lawful attorney and agent to do any
and all acts and things and to execute any and all instruments which said
attorney and agent may deem necessary or desirable to enable Selective
Insurance Group, Inc. (the "Company") to comply with the Securities Act of
1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "Commission") thereunder in
connection with the registration under the Act of shares of common stock of
the Company, to be issued pursuant to the Selective Insurance Stock Option
Plan II, including, without limiting the generality of the foregoing, power
and authority to sign the name of the undersigned in the undersigned's
capacity as a member of the Board of Directors of the Company to a
Registration Statement on Form S-8 or other appropriate form covering the
said plan interests and shares of common stock (the "Registration
Statement"), and any amendments thereto, to be filed with the Commission,
and to any and all instruments or documents filed as part of or in
connection with the Registration Statement or any amendments thereto; and
the undersigned hereby ratifies and confirms all that said attorney and
agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 8 day of October, 1997.
/S/Thomas D. Sayles, Jr.
------------------------
PAGE
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints James W. Entringer his true and lawful attorney and agent to do any
and all acts and things and to execute any and all instruments which said
attorney and agent may deem necessary or desirable to enable Selective
Insurance Group, Inc. (the "Company") to comply with the Securities Act of
1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "Commission") thereunder in
connection with the registration under the Act of shares of common stock of
the Company, to be issued pursuant to the Selective Insurance Stock Option
Plan II, including, without limiting the generality of the foregoing, power
and authority to sign the name of the undersigned in the undersigned's
capacity as a member of the Board of Directors of the Company to a
Registration Statement on Form S-8 or other appropriate form covering the
said plan interests and shares of common stock (the "Registration
Statement"), and any amendments thereto, to be filed with the Commission,
and to any and all instruments or documents filed as part of or in
connection with the Registration Statement or any amendments thereto; and
the undersigned hereby ratifies and confirms all that said attorney and
agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 8 day of October, 1997.
/S/J. Brian Thebault
--------------------
PAGE
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints James W. Entringer his true and lawful attorney and agent to do any
and all acts and things and to execute any and all instruments which said
attorney and agent may deem necessary or desirable to enable Selective
Insurance Group, Inc. (the "Company") to comply with the Securities Act of
1933, as amended (the "Act"), and any rules, regulations and requirements of
the Securities and Exchange Commission (the "Commission") thereunder in
connection with the registration under the Act of shares of common stock of
the Company, to be issued pursuant to the Selective Insurance Stock Option
Plan II, including, without limiting the generality of the foregoing, power
and authority to sign the name of the undersigned in the undersigned's
capacity as a member of the Board of Directors of the Company to a
Registration Statement on Form S-8 or other appropriate form covering the
said plan interests and shares of common stock (the "Registration
Statement"), and any amendments thereto, to be filed with the Commission,
and to any and all instruments or documents filed as part of or in
connection with the Registration Statement or any amendments thereto; and
the undersigned hereby ratifies and confirms all that said attorney and
agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 8 day of October, 1997.
/S/Gregory E. Murphy
--------------------
