<PAGE> 1
As filed with the Securities and Exchange Commission on March 8, 2000
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)
DEFERRED COMPENSATION PLAN FOR DIRECTORS OF
SELECTIVE INSURANCE GROUP, INC.
(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.
DRINKER BIDDLE & SHANLEY LLP
500 CAMPUS DRIVE
FLORHAM PARK, NJ 07932-1047
-----------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C>
Common Stock, 21,194 $15.22 $322,573 $86
$2.00 par value shares
(including
Series A Junior
Preferred Stock
purchase rights)(2)
</TABLE>
- -----------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and 457(h) based on the average of the high and low
price per share as reported on the Nasdaq National Market on March 2, 2000.
(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> 2
EXPLANATORY NOTE
This Registration Statement has been prepared in accordance
with the requirements of Form S-8 to register 21,194 shares of the Registrant's
common stock issuable to three directors under the Registrant's Deferred
Compensation Plan for Directors.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Documents relating to the Deferred Compensation Plan for
Directors of Selective Insurance Group, Inc. (the "Plan") and containing the
information specified in Part I of Form S-8 will be sent or given to
participants in the Plan, as specified by Rule 428(b)(1) under the Securities
Act of 1933 (the "Securities Act"). These documents, and the documents
incorporated by reference in the registration statement pursuant to Item 3 of
Part II of Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
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<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by the
Registrant with the Securities and Exchange Commission (the "Commission"), are
hereby incorporated by reference:
(i) the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1998;
(ii) the Registrant's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1999, June 30, 1999 and
September 30, 1999; and
(iii) the descriptions of the Registrant's common stock,
par value $2.00 per share (the "Common Stock"), and
purchase rights for units of Series A Junior
Preferred Stock associated with Common Stock set
forth in the Registrant's Registration Statements on
Form 8-A filed with the Commission pursuant to
Section 12 of the Securities and Exchange Act of 1934
(the "Exchange Act") and any amendment or report
filed for the purpose of updating those descriptions.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed modified or superseded for purposes hereof to the extent
that a statement contained herein or in any other subsequently filed document
which is also incorporated or deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is organized under the laws of the State of New
Jersey. The New Jersey Business Corporation Act, as amended (the "Act"),
provides that a New Jersey corporation has the power generally to indemnify its
directors, officers, employees and other agents against expenses and liabilities
in connection with any proceeding involving such person by reason of his being a
corporate agent, other than a proceeding by or in the right of the corporation,
if such person acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation and, with respect to
any criminal proceeding, such person had no reasonable cause to believe his
conduct was unlawful. In the case of an action brought by or in the right of the
corporation, indemnification of directors, officers, employees and other agents
against expenses is permitted if such person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation; however, no indemnification is permitted in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the corporation, unless and only to the extent that the New Jersey Superior
Court, or the court in which such proceeding was brought, shall determine upon
application that despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to such
indemnification. Expenses incurred by a director, officer, employee or other
agent in connection with a proceeding may be, under certain circumstances, paid
by the corporation in advance of the final disposition of the proceeding as
authorized by the board of directors. The power to indemnify and advance
expenses under the Act does not exclude other rights to which a director,
officer, employee or other agent of the corporation may be entitled to under the
certificate of incorporation, by-laws, agreement, vote of stockholders, or
otherwise provided that no indemnification is permitted to be made to or on
behalf of such person if a judgment or other final adjudication adverse to such
person establishes that his acts or omissions were in breach of his duty of
loyalty to the corporation, were not in good faith or involved a violation of
the
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<PAGE> 5
law, or resulted in the receipt by such person of an improper personal benefit.
Under the Act, a New Jersey corporation has the power to
purchase and maintain insurance on behalf of any director, officer, employee or
other agent against any expenses incurred in any proceeding and any liabilities
asserted against him by reason of his being or having been a corporate agent,
whether or not the corporation has the power to indemnify him against such
expenses and liabilities under the Act. All of the foregoing powers granted to a
New Jersey corporation may be exercised by such corporation notwithstanding the
absence of any provision in its certificate of incorporation or by-laws
authorizing the exercise of such powers. However, a New Jersey corporation may,
with certain limitations, provide in its certificate of incorporation that a
director or officer shall not be personally liable, or shall be liable only to
the extent therein provided, to the corporation or its shareholders for damages
for breach of a duty owed to the corporation or its shareholders.
Reference is made to Sections 14A:3-5 and 14A:2-7(3) of the
Act in connection with the above summary of indemnification and insurance.
Section (a) of Article NINTH of the Registrant's Restated
Certificate of Incorporation, as amended, and Section 14 of the Registrant's
By-Laws, as amended, provide generally that a director shall not be personally
liable to the Registrant or its stockholders for damages from breach of any duty
owed to the registrant or its stockholders, except to the extent such personal
liability may not be eliminated or limited under the Act. Such provisions
further provide generally that an officer of the Registrant shall not be
personally liable to the Registrant or its stockholders for damages or breach of
any duty owed to the Registrant or its stockholders, except to the extent and
for the duration of any period of time such personal liability may not be
eliminated or limited under the Act.
Section (b) of Article NINTH of the Registrant's Restated
Certificate of Incorporation, as amended, and Section 14 of the Registrant's
By-Laws, as amended, provide generally that each person who was or is made a
party to or involved in a pending, threatened or completed civil, criminal,
administrative or arbitrative action, suit or proceeding, or any appeal therein
or any inquiry or investigation which could lead to such action, suit or
proceeding of the Registrant or any constituent corporation absorbed by the
Registrant in a consolidation or merger, or by reason of his/her having been a
director, officer,
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<PAGE> 6
trustee, employee or agent of another entity serving as such person, shall be
indemnified and held harmless by the Registrant to the fullest extent permitted
by the Act, as amended (but, in the case of any amendments, only to the extent
such amendment permits the Registrant to provide broader indemnification rights
than the Act permitted prior to such amendment). Such provisions of the Restated
Certification of Incorporation, as amended, and By-Laws, as amended, of the
Registrant provide, under certain circumstances, for a right to be paid by the
Registrant the expenses incurred in any proceeding in advance of the final
disposition of such proceeding as authorized by the board of directors. Further,
the Registrant is authorized to purchase and maintain insurance on behalf of any
director, officer, employee or agent of the Registrant against any expenses
incurred and any liabilities asserted against him/her in any proceeding by
reason of such person having been a director, officer, employee or agent,
whether or not the Registrant would have the power to indemnify such person.
The directors and officers of the Registrant are insured by
policies purchased by the Registrant against liability and expenses incurred in
their capacity as directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of Selective
Insurance Group, Inc., as amended, (incorporated
herein by reference to Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997, file no. 0-8641).
4.2 By-Laws of Selective Insurance Group, Inc. as amended
through November 2, 1999 (incorporated herein by
reference to Exhibit 3.2 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999, file no. 0-8641).
4.3 Form of Indenture dated December 29, 1982, between
Selective Insurance Group, Inc. and Midlantic
National Bank, as Trustee, relating to the
Registrant's 8 3/4% Subordinated Convertible
Debentures due 2008 (incorporated herein by reference
to Exhibit 4.3 to the Registrant's
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Registration Statement on Form S-3, file no.
2-80881).
4.4* Deferred Compensation Plan for Directors of Selective
Insurance Group, Inc. .
5* Opinion of Drinker Biddle & Shanley LLP.
23.1* Consent of Drinker Biddle & Shanley LLP (included in
Exhibit 5).
23.2* Consent of KPMG LLP.
24* Powers of Attorney.
- --------------
* Filed herewith.
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
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<PAGE> 8
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.
(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
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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.
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<PAGE> 10
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 6th
day of March, 2000.
SELECTIVE INSURANCE GROUP,
INC.
By:/s/Gregory E. Murphy
-----------------------
Gregory E. Murphy,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 6th day of March, 2000.
SIGNATURE CAPACITY IN WHICH SIGNED
/s/Gregory E. Murphy President and Chief
- ----------------------- Executive Officer and Director
Gregory E. Murphy (principal executive officer)
/s/David B. Merclean Senior Vice President and
- ----------------------- Chief Financial Officer
David B. Merclean (principal accounting and
financial officer)
James W. Entringer* Chairman of the Board
- ----------------------- and Director
James W. Entringer
Paul D. Bauer* Director
- -----------------------
Paul D. Bauer
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A. David Brown* Director
- ----------------------------
A. David Brown
William A. Dolan, II* Director
- ----------------------------
William A. Dolan, II
William C. Gray, D.V.M.* Director
- ----------------------------
William C. Gray, D.V.M.
C. Edward Herder* Director
- ----------------------------
C. Edward Herder
William M. Kearns, Jr.* Director
- ----------------------------
William M. Kearns, Jr.
S. Griffin McClellan III* Director
- ----------------------------
S. Griffin McClellan III
William M. Rue* Director
- ----------------------------
William M. Rue
Thomas D. Sayles, Jr.* Director
- ----------------------------
Thomas D. Sayles, Jr.
Joan Lamm-Tennant, Ph.D.* Director
- ----------------------------
Joan Lamm-Tennant, Ph.D.
J. Brian Thebault* Director
- ----------------------------
J. Brian Thebault
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*Gregory E. Murphy 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
March 6, 2000 pursuant to a power of attorney filed herewith.
By:/s/Gregory E. Murphy
-----------------------
Gregory E. Murphy,
Attorney-in-Fact
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<PAGE> 13
EXHIBIT INDEX
EXHIBIT
4.4 Deferred Compensation Plan for Directors of Selective Insurance
Group, Inc.
5 Opinion of Drinker Biddle & Shanley LLP
23.1 Consent of Drinker Biddle & Shanley LLP (included in Exhibit 5)
23.2 Consent of KPMG LLP
24 Powers of Attorney
<PAGE> 1
EXHIBIT 4.4
DEFERRED COMPENSATION PLAN
FOR DIRECTORS OF
SELECTIVE INSURANCE GROUP, INC.
AND SUBSIDIARIES
(AMENDED AND RESTATED AS OF MAY 8, 1996)
SECTION 1. EFFECTIVE DATE
The effective date of the Plan, as amended and restated, is May 8, 1996 (the
"Effective Date").
SECTION 2. ELIGIBILITY
Each Director of Selective Insurance Group, Inc. (the "Company") is eligible to
participate in the Plan.
SECTION 3. DEFERRED COMPENSATION ACCOUNT
There shall be established for each participant a deferred compensation account
in the participant's name.
SECTION 4. AMOUNT OF DEFERRAL; ELECTION TO CONVERT TO COMMON STOCK
(a) A participant may elect to defer receipt for a calendar year of: (i) the
retainer payable to the participant for board service, or (ii) the fees payable
to the participant for attendance at board and committee meetings, or (iii) both
the amounts of (i) and (ii). The amount deferred shall be credited to the
participant's deferred compensation account.
(b) At any time on or after the Effective Date, and prior to January 1, 1997,
each participant may exercise a one-time irrevocable election to convert the
amount of cash held in the participant's deferred compensation account and the
amount of deferred compensation accrued for the participant for the year ending
December 31, 1996, in whole or in part, to shares of the common stock, par value
$2.00, of the Company ("Common Stock"), and such shares of Common Stock (the
"Deferred Shares") shall be credited to the participant's deferred compensation
account. The number of Deferred Shares to be issued as a result of such
conversion shall be determined by dividing the amount of cash in the
participant's deferred compensation account on the date of such election, and on
the date on which such deferred compensation, if any, shall be accrued, which
the Participant shall elect to convert to Deferred Shares, by the "Fair Market
Value" (hereinafter defined) of a share of Common Stock as of the date of such
election or accrual, as the case may be. For the purposes hereof, the "Fair
Market Value" of a share of Common Stock as of the date of such election shall
be the average of the high and low selling prices of a share of Common Stock on
the business day immediately preceding the date of such election or accrual, as
the case may be, as reported by the Nasdaq
<PAGE> 2
National Market. Any fractional shares resulting from such conversion shall be
rounded up to the nearest whole number of shares. No certificates for Deferred
Shares will be issued to a participant except pursuant to a written request at
the time of withdrawal of Deferred Shares from the Plan.
SECTION 5. INTEREST ON DEFERRED AMOUNTS AND ACCUMULATED DIVIDENDS
(a) The cash balance in each participant's deferred compensation account shall
be credited with interest on December 31 of each year (if on such date there is
a cash balance in the account) equal to the amount of interest which would have
been earned on the average cash balance in his account for the year at an annual
rate of interest equal to the average one-year United States Treasury Bill rate
for the year. Amounts withdrawn prior to any December 31 shall be credited with
interest to the date of withdrawal calculated at an annual rate equal to the
average one-year United States Treasury Bill rate from the beginning of the year
to the date of withdrawal.
(b) In the event that cash dividends on Common Stock are declared and paid
during the period commencing on the date of an election made pursuant to Section
4(b) and terminating on the date of issuance of the Deferred Shares (the
"Deferred Share Period"), an amount equal to the amount of such dividends shall
be credited to a participant's deferred compensation account as and when such
dividends are paid by the Company as if such Deferred Shares had been issued and
outstanding during the Deferred Share Period. The Company shall pay the
participant on the date such participant's Deferred Shares are withdrawn from
the Plan an amount in cash equal to the amount of such dividends, on a
cumulative basis, and interest thereupon, if any, credited to such participant's
account.
SECTION 6. PERIOD OF DEFERRALS; TIME OF PAYMENT
A participant may elect to defer payment of the compensation deferred under the
Plan until (a) a specified year in the future, (b) his attainment of age 70, or
(c) termination of his service as a Director of the Company. If alternative (a)
is elected by the participant, payment will be made or will commence within
sixty (60) days after the beginning of the year specified in his election. If
alternative (b) or (c) is elected by the participant, payment will be made or
will commence within sixty (60) days after his attainment of age 70 or
termination of his service as a Director of the Company, as applicable. The
election made by a participant for cash compensation deferred under the Plan
shall apply to any Deferred Shares into which such cash shall have been
converted pursuant to Section 4(b) hereof. If the foregoing alternative (a) was
elected by the participant, the Deferred Shares and any accumulated deferred
dividends and interest thereupon shall be issued and paid to the participant
within sixty (60) days after the beginning of the year specified in such
election. If the foregoing alternative (b) or (c) was elected by the
participant, the Deferred Shares and any accumulated deferred dividends and
interest thereupon shall be issued and paid within sixty (60) days after his
attainment of age 70 or termination of his service as a Director, as applicable.
In the event of a "Change of Control, (as hereinafter defined) notwithstanding
any participant's election, if such Change of Control results in the termination
of a participant's service as a
2
<PAGE> 3
Director of the Company, payment of all compensation deferred under the Plan
shall be made on the first day of the month following the termination of his
service.
"Change of Control" means: (a) an acquisition of a controlling interest in the
Company's voting securities, (b) an election contest, (c) a successful tender or
exchange offer by a person other than the Company or an affiliate of the
Company, (d) a merger, (e) a consolidation or other business combination
resulting in Directors constituting a majority of the Board of Directors of the
Company nominated by management of the Company immediately prior to such Event
ceasing to be Directors of the Company after such Event.
SECTION 7. FORM OF PAYMENT
A participant may elect to receive payment of any compensation or Deferred
Shares, and any accumulated deferred dividends and interest thereupon, deferred
under the Plan in either (a) a lump sum or (b) up to five (5) approximately
equal annual installments.
SECTION 8. DEATH PRIOR TO RECEIPT
In the event that a participant dies prior to receipt of any or all of the
amounts payable to him and/or Deferred Shares issuable to him pursuant to the
Plan, any amounts and/or Deferred Shares remaining in the participant's deferred
compensation account shall be paid or issued, as applicable, to his estate in a
lump sum within sixty (60) days following the Company's notification of the
participant's death.
SECTION 9. ELECTION BY NOMINEE FOR DIRECTOR
An election to defer compensation under the Plan may be made by a nominee for
election as a Director of the Company. Such election to defer compensation must
be made not later than ten (10) days prior to his election as a Director. An
election to convert cash held in a participant's deferred compensation account
to Deferred Shares pursuant to Section 4(b) hereof shall be made by giving
written notice to the Committee, through the Corporate Secretary, on a form
provided by the Company and signed by the participant. Such election may be made
once at any time after the Effective Date and prior to June 1, 1996.
SECTION 10. MANNER OF ELECTING DEFERRAL
A participant may elect to defer compensation under the Plan for a calendar year
by giving written notice to the Committee on Directors of the Company (the
"Committee"), through the Corporate Secretary, on a form provided by the Company
and signed by the participant, which notice shall include the amount to be
deferred, the period of deferral and the form of payment. Such election must be
made by the participant not later than December 20 of the year preceding the
year for which the election is to apply, except in the case of a nominee for
election as a Director.
3
<PAGE> 4
SECTION 11. EFFECT OF ELECTION
A participant's election to defer compensation and as to the period of deferral
and form of payment of the amount deferred shall be irrevocable once the period
to which it applies has commenced and can only be revoked or modified upon (a)
the application of the participant to the Committee for permission to withdraw
part or all of his deferred compensation account balance, and (b) a showing by
the participant of financial emergency or hardship, and (c) the concurrence of
the Committee. The Committee shall have sole discretion in granting or denying
such permission and in establishing guidelines for the administration of this
Section 11. A participant making application for withdrawal who is also a member
of the Committee shall not take part in the Committee's consideration of such
application or in the Committee's determination as to the request made therein.
An election covering more than one (1) calendar year may be revoked or modified
by a participant with respect to calendar years not yet begun by written notice
to the Committee received by not later than December 20 of the year prior to the
first calendar year for which such revocation or modification is to apply.
SECTION 12. PARTICIPANT'S RIGHTS UNSECURED
Nothing contained herein shall be deemed to create a trust of any kind or create
any fiduciary relationship. Funds invested hereunder shall continue for all
purposes to be a part of the general funds of the Company. To the extent that a
participant acquires a right to receive payments from the Company under the
Plan, such right shall be no greater than the right of any unsecured general
creditor of the Company and such right shall be an unsecured claim against the
general assets of the Company. The obligation of the Company to issue and
deliver Deferred Shares shall be a general contractual obligation of the
Company.
SECTION 13. TITLE TO FUNDS REMAINS WITH CORPORATION
Deferred amounts in cash credited to each participant's deferred compensation
account shall not be specifically set aside or otherwise segregated, but will be
combined with corporate assets. Title to such funds will remain with the Company
and the Company's only obligation will be to make timely payments to
participants in accordance with the Plan.
SECTION 14. STATEMENT OF ACCOUNT
A statement will be furnished to each participant on or about May 1 of each year
stating the balance of his deferred compensation account and the number of
Deferred Shares as of the preceding December 31.
SECTION 15. ASSIGNABILITY
No right to receive payments or the issuance of Deferred Shares hereunder shall
be transferable or assignable by a participant, except by will or by the laws of
descent and distribution.
4
<PAGE> 5
SECTION 16. ADMINISTRATION
The Plan shall be administered by the Committee which shall maintain, or cause
to be maintained, the records of the Plan. The Committee shall have the
authority to adopt rules and regulations for the administration of the Plan and
to interpret, construe and implement the provisions of the Plan.
The decision of the Committee as to matters pertaining to the Plan shall be
conclusive and binding.
SECTION 17. AMENDMENTS
The Plan may at any time or from time-to-time be amended, modified or terminated
by the Company. No amendment, modification or termination shall, without the
consent of the participant, reduce the balance of his deferred compensation
account to his credit on the date of such amendment, modification or
termination.
5
<PAGE> 6
DEFERRED COMPENSATION PLAN
FOR DIRECTORS OF
SELECTIVE INSURANCE GROUP, INC.
AND SUBSIDIARIES
NOTICE OF ELECTION
In accordance with the Deferred Compensation Plan for Directors (the "Plan"), I
hereby elect to defer receipt of the compensation payable to me for my services
as a Director of Selective Insurance Group, Inc. and subsidiaries for the
calendar year beginning January 1, 199_, as follows:
1) AMOUNT TO BE DEFERRED (check one)
(a) The retainer payable to me for board service __________
(b) The fees payable to me for attendance at
board and committee meetings __________
(c) Both the retainer and the meeting fees __________
2) PERIOD OF DEFERRAL (check one)
(a) Until the termination of my services as a Director __________
(b) Until my attainment of age 70 in _______ __________
(c) Until the year shown below:
Specify year in which payment should
be made or commence __________________ __________
3) FORM OF PAYMENT OF DEFERRED
COMPENSATION PLUS INTEREST
CREDIT THEREON (check one) __________
(a) Lump sum __________
(b) Approximately equal annual installments
over ______ years
(up to five - specify number) __________
I understand that in the event of my death prior to receipt of all amounts
payable to me pursuant to the Plan, the balance shown in my Deferred
Compensation Account will be paid to my estate in a lump sum.
<PAGE> 7
I understand further that upon commencement of the year for which this election
applies, this election is irrevocable as to amounts deferred for that year and
that any change in the timing or form of payment thereafter can only be made by
me on a showing of hardship and with the approval of the Executive Committee.
I acknowledge that I have received a copy of the Plan and have read its
provisions and agree to be bound by the terms contained thereto.
- ----------------------------------- -----------------------------------
Date Director
2
<PAGE> 8
DEFERRED COMPENSATION PLAN
FOR DIRECTORS OF
SELECTIVE INSURANCE GROUP, INC.
AND SUBSIDIARIES
NOTICE OF ELECTION UNDER
SECTION 4(b) OF
DEFERRED COMPENSATION PLAN FOR DIRECTORS
In accordance with Section 4(b) of the Deferred Compensation Plan for Directors,
as amended and restated as of May 8, 1996 (the "Plan"), I hereby elect to
convert the following amount of the deferred cash balance in my deferred
compensation account under the Plan to shares of the common stock, par value
$2.00, of the Company ("Common Stock") in accordance with Section 4(b) of the
Plan:
_____ the entire balance (including amounts accrued after
the date hereof through December 31, 1996)
_____ the amount of $________________
I understand that the period of deferral and form of payment set forth in my
prior Notice(s) of Election under the Plan pertaining to the deferral of cash
compensation shall apply to the shares of Common Stock into which such deferred
cash compensation shall be converted pursuant hereto (the "Deferred Shares").
I understand that in the event of my death prior to receipt of all amounts
payable to me and Deferred Shares issuable to me pursuant to the Plan, the cash
balance shown in my Deferred Compensation Account and such Deferred Shares will
be paid to my estate in a lump sum.
I understand further that this election is irrevocable, and that any change in
the timing or form of payment thereafter can only be made by me on a showing of
hardship and with the approval of the Committee.
I acknowledge that I have received a copy of the Plan and have read its
provisions and agree to be bound by the terms contained thereto.
___________________________________ ___________________________________
Date Director
<PAGE> 1
EXHIBIT 5
DRINKER BIDDLE & SHANLEY LLP
500 Campus Drive
Florham Park, New Jersey 07932-1047
March 6, 2000
Selective Insurance Group, Inc.
40 Wantage Avenue
Branchville, New Jersey 07890
Re: Selective Insurance Group, Inc.
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 21,194 shares (the "Shares") of the Company's common
stock, par value $2.00 per share ("Common Stock"), issuable pursuant to the
Company's Deferred Compensation Plan for Directors (the "Plan").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act.
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> 2
Selective Insurance Group, Inc.
March 6, 2000
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,
DRINKER BIDDLE & SHANLEY LLP
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Selective Insurance Group, Inc.:
We consent to incorporation by reference in the registration statement
on Form S-8 of Selective Insurance Group, Inc. of our reports dated
February 2, 1999, relating to the consolidated balance sheets of Selective
Insurance Group, Inc. and its subsidiaries as of December 31, 1998 and 1997, and
the related consolidated statements of income, stockholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 1998,
and all related schedules, which reports appear in or are incorporated by
reference in the December 31, 1998, annual report on Form 10-K of Selective
Insurance Group, Inc.
KPMG LLP
New York, New York
March 6, 2000
<PAGE> 1
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes
and appoints Gregory E. Murphy and Thornton R. Land, and each of them, as his
true and lawful attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, to do any and
all acts and things and to execute any and all instruments and documents which
said attorney-in-fact 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, par value $2.00 ("Common Stock") to be offered and sold by the Company
pursuant to the Deferred Compensation Plan for Directors of Selective Insurance
Group, Inc., including specifically, but without limiting the generality of the
foregoing, the power and authority to sign the name of the undersigned to a
registration statement under the Act on an appropriate form covering said shares
of Common Stock, and any amendments to such registration statement, to be filed
with the Commission, and to any and all instruments or documents filed as part
of or in connection with such 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 29th day of February, 2000.
/s/ James W. Entringer
Name: James W. Entringer
Title: Chairman of the Board
and Director
<PAGE> 2
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes
and appoints Gregory E. Murphy and Thornton R. Land, and each of them, as his
true and lawful attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, to do any and
all acts and things and to execute any and all instruments and documents which
said attorney-in-fact 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, par value $2.00 ("Common Stock") to be offered and sold by the Company
pursuant to the Deferred Compensation Plan for Directors of Selective Insurance
Group, Inc., including specifically, but without limiting the generality of the
foregoing, the power and authority to sign the name of the undersigned to a
registration statement under the Act on an appropriate form covering said shares
of Common Stock, and any amendments to such registration statement, to be filed
with the Commission, and to any and all instruments or documents filed as part
of or in connection with such 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 29th day of February, 2000.
/s/ Paul D. Bauer
Name: Paul D. Bauer
Title: Director
<PAGE> 3
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes
and appoints Gregory E. Murphy and Thornton R. Land, and each of them, as his
true and lawful attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, to do any and
all acts and things and to execute any and all instruments and documents which
said attorney-in-fact 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, par value $2.00 ("Common Stock") to be offered and sold by the Company
pursuant to the Deferred Compensation Plan for Directors of Selective Insurance
Group, Inc., including specifically, but without limiting the generality of the
foregoing, the power and authority to sign the name of the undersigned to a
registration statement under the Act on an appropriate form covering said shares
of Common Stock, and any amendments to such registration statement, to be filed
with the Commission, and to any and all instruments or documents filed as part
of or in connection with such 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 29th day of February, 2000.
/s/ A. David Brown
Name: A. David Brown
Title: Director
<PAGE> 4
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes
and appoints Gregory E. Murphy and Thornton R. Land, and each of them, as his
true and lawful attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, to do any and
all acts and things and to execute any and all instruments and documents which
said attorney-in-fact 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, par value $2.00 ("Common Stock") to be offered and sold by the Company
pursuant to the Deferred Compensation Plan for Directors of Selective Insurance
Group, Inc., including specifically, but without limiting the generality of the
foregoing, the power and authority to sign the name of the undersigned to a
registration statement under the Act on an appropriate form covering said shares
of Common Stock, and any amendments to such registration statement, to be filed
with the Commission, and to any and all instruments or documents filed as part
of or in connection with such 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 29th day of February, 2000.
/s/ William A. Dolan, II
Name: William A. Dolan, II
Title: Director
<PAGE> 5
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes
and appoints Gregory E. Murphy and Thornton R. Land, and each of them, as his
true and lawful attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, to do any and
all acts and things and to execute any and all instruments and documents which
said attorney-in-fact 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, par value $2.00 ("Common Stock") to be offered and sold by the Company
pursuant to the Deferred Compensation Plan for Directors of Selective Insurance
Group, Inc., including specifically, but without limiting the generality of the
foregoing, the power and authority to sign the name of the undersigned to a
registration statement under the Act on an appropriate form covering said shares
of Common Stock, and any amendments to such registration statement, to be filed
with the Commission, and to any and all instruments or documents filed as part
of or in connection with such 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 29th day of February, 2000.
/s/ William C. Gray, D.V.M.
Name: William C. Gray, D.V.M.
Title: Director
<PAGE> 6
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes
and appoints Gregory E. Murphy and Thornton R. Land, and each of them, as his
true and lawful attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, to do any and
all acts and things and to execute any and all instruments and documents which
said attorney-in-fact 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, par value $2.00 ("Common Stock") to be offered and sold by the Company
pursuant to the Deferred Compensation Plan for Directors of Selective Insurance
Group, Inc., including specifically, but without limiting the generality of the
foregoing, the power and authority to sign the name of the undersigned to a
registration statement under the Act on an appropriate form covering said shares
of Common Stock, and any amendments to such registration statement, to be filed
with the Commission, and to any and all instruments or documents filed as part
of or in connection with such 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 29th day of February, 2000.
/s/ C. Edward Herder
Name: C. Edward Herder
Title: Director
<PAGE> 7
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes
and appoints Gregory E. Murphy and Thornton R. Land, and each of them, as his
true and lawful attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, to do any and
all acts and things and to execute any and all instruments and documents which
said attorney-in-fact 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, par value $2.00 ("Common Stock") to be offered and sold by the Company
pursuant to the Deferred Compensation Plan for Directors of Selective Insurance
Group, Inc., including specifically, but without limiting the generality of the
foregoing, the power and authority to sign the name of the undersigned to a
registration statement under the Act on an appropriate form covering said shares
of Common Stock, and any amendments to such registration statement, to be filed
with the Commission, and to any and all instruments or documents filed as part
of or in connection with such 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 29th day of February, 2000.
/s/ William M. Kearns, Jr.
Name: William M. Kearns, Jr.
Title: Director
<PAGE> 8
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes
and appoints Gregory E. Murphy and Thornton R. Land, and each of them, as his
true and lawful attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, to do any and
all acts and things and to execute any and all instruments and documents which
said attorney-in-fact 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, par value $2.00 ("Common Stock") to be offered and sold by the Company
pursuant to the Deferred Compensation Plan for Directors of Selective Insurance
Group, Inc., including specifically, but without limiting the generality of the
foregoing, the power and authority to sign the name of the undersigned to a
registration statement under the Act on an appropriate form covering said shares
of Common Stock, and any amendments to such registration statement, to be filed
with the Commission, and to any and all instruments or documents filed as part
of or in connection with such 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 29th day of February, 2000.
/s/ S. Griffin McClellan III
Name: S. Griffin McClellan III
Title: Director
<PAGE> 9
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes
and appoints Gregory E. Murphy and Thornton R. Land, and each of them, as his
true and lawful attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, to do any and
all acts and things and to execute any and all instruments and documents which
said attorney-in-fact 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, par value $2.00 ("Common Stock") to be offered and sold by the Company
pursuant to the Deferred Compensation Plan for Directors of Selective Insurance
Group, Inc., including specifically, but without limiting the generality of the
foregoing, the power and authority to sign the name of the undersigned to a
registration statement under the Act on an appropriate form covering said shares
of Common Stock, and any amendments to such registration statement, to be filed
with the Commission, and to any and all instruments or documents filed as part
of or in connection with such 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 29th day of February, 2000.
/s/ William M. Rue
Name: William M. Rue
Title: Director
<PAGE> 10
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes
and appoints Gregory E. Murphy and Thornton R. Land, and each of them, as his
true and lawful attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, to do any and
all acts and things and to execute any and all instruments and documents which
said attorney-in-fact 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, par value $2.00 ("Common Stock") to be offered and sold by the Company
pursuant to the Deferred Compensation Plan for Directors of Selective Insurance
Group, Inc., including specifically, but without limiting the generality of the
foregoing, the power and authority to sign the name of the undersigned to a
registration statement under the Act on an appropriate form covering said shares
of Common Stock, and any amendments to such registration statement, to be filed
with the Commission, and to any and all instruments or documents filed as part
of or in connection with such 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 29th day of February, 2000.
/s/ Thomas D. Sayles, Jr.
Name: Thomas D. Sayles, Jr.
Title: Director
<PAGE> 11
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes
and appoints Gregory E. Murphy and Thornton R. Land, and each of them, as his
true and lawful attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, to do any and
all acts and things and to execute any and all instruments and documents which
said attorney-in-fact 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, par value $2.00 ("Common Stock") to be offered and sold by the Company
pursuant to the Deferred Compensation Plan for Directors of Selective Insurance
Group, Inc., including specifically, but without limiting the generality of the
foregoing, the power and authority to sign the name of the undersigned to a
registration statement under the Act on an appropriate form covering said shares
of Common Stock, and any amendments to such registration statement, to be filed
with the Commission, and to any and all instruments or documents filed as part
of or in connection with such 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 29th day of February, 2000.
/s/ Joan Lamm-Tennant, Ph.D.
Name: Joan Lamm-Tennant, Ph.D.
Title: Director
<PAGE> 12
EXHIBIT NO. 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes
and appoints Gregory E. Murphy and Thornton R. Land, and each of them, as his
true and lawful attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, to do any and
all acts and things and to execute any and all instruments and documents which
said attorney-in-fact 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, par value $2.00 ("Common Stock") to be offered and sold by the Company
pursuant to the Deferred Compensation Plan for Directors of Selective Insurance
Group, Inc., including specifically, but without limiting the generality of the
foregoing, the power and authority to sign the name of the undersigned to a
registration statement under the Act on an appropriate form covering said shares
of Common Stock, and any amendments to such registration statement, to be filed
with the Commission, and to any and all instruments or documents filed as part
of or in connection with such 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 29th day of February, 2000.
/s/ J. Brian Thebault
Name: J. Brian Thebault
Title: Director
