Exhibit
10.12

     

    SELECTIVE
INSURANCE GROUP, INC.

    2005
OMNIBUS STOCK PLAN

    RESTRICTED
STOCK UNIT AGREEMENT

     

    This
RESTRICTED STOCK UNIT AGREEMENT (the “Restricted Stock Unit
Agreement”) is made and entered into as of ___________________ (the
“Date of
Grant”), by and between Selective Insurance Group, Inc., a New Jersey
corporation (the “Company”) and
[EMPLOYEE] (the “Recipient”).

     

    WHEREAS,
the Salary and Employee Benefits Committee (the “Committee”) of the
Board of Directors of the Company (the “Board”) has approved
the grant of Restricted Stock Units pursuant to the Selective Insurance Group,
Inc. 2005 Omnibus Stock Plan, as amended (the “Plan”), to the
Recipient as set forth below;

     

    NOW,
THEREFORE, in consideration of the covenants and agreements herein contained,
and intending to be legally bound hereby, the parties agree as
follows:

     

    1.           Definitions.  Capitalized
terms which are not defined herein shall have the meanings set forth in the
Plan.

     

    2.           Grant of Restricted Stock
Units.  The Company hereby grants to the Recipient an award of
[NUMBER] Restricted Stock Units, subject to all of the terms and conditions of
this Restricted Stock Unit Agreement and the Plan.

     

    3.           Lapse of
Restrictions.  All Restricted Stock Units shall vest as set
forth in this Section 3 and the Plan, and, except as herein provided, shall be
forfeited upon the Recipient’s termination of employment with the Company and
all its Subsidiaries.  The Restricted Stock Units shall become vested
if:

     

    (a)           the
Recipient is employed by the Company or any Subsidiary as of the applicable
anniversary date set forth below (the “Ending Date”); and

     

    (b)           [satisfaction
of performance goals].

    


    Notwithstanding
the foregoing, the Restricted Stock Units shall not be forfeited if the
Recipient terminates employment with the Company and all its Subsidiaries prior
to the Ending Date solely as a result of the Recipient’s death or termination of
employment on or after “Early Retirement Age” or “Normal Retirement Age,” as
each is defined in the Retirement Income Plan for Selective Insurance Company of
America (the “Retirement Income
Plan”) (“Retirement”), or upon
“Total
Disability” as defined in the Retirement Income Plan.  However,
except where the Recipient dies while still employed by the Company or a
Subsidiary, the Recipient shall not vest in any of his Restricted Stock Units
unless the performance goals set forth in paragraph (b) are
satisfied.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Ending Date

                                  	 	
                                    Percentage Vested

                                  
	 	 	 
	
                                    [Third
      anniversary of the Date of Grant]

                                  	 	
                                    100%1

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    4.           Dividend
Equivalents.  Upon the settlement of a Restricted Stock Unit
pursuant to Section 6, the Recipient shall also be entitled to receive the Fair
Market Value of that number of shares of Company Stock that would have been
payable had the aggregate dividends paid with respect to a share of Company
Stock during the period commencing on the date of grant of the Restricted Stock
Unit and terminating on the date on which the Recipient is entitled to
settlement of such Restricted Stock Unit pursuant to Section 6 of this
Restricted Stock Unit Agreement (that is, on the Ending Date, the Recipient’s
date of death, or the date of a Change in Control, as applicable), been
immediately reinvested in Company Stock on the dividend payment
date.  All such dividend equivalents shall be subject to the same
vesting and forfeiture requirements as apply to the Restricted Stock Units, and
shall be paid to the Recipient in shares of Company Stock (with any fractional
shares paid in cash) in accordance with, and at the same time as, settlement of
the vested Restricted Stock Units to which they are related.

     

    5.           Restrictions on
Transfer.  The Restricted Stock Units may not be sold,
assigned, hypothecated, pledged or otherwise transferred or encumbered in any
manner except (i) by will or the laws of descent and distribution or (ii) as may
be permitted by the Committee to the extent provided under the
Plan.

     

    6.           Settlement of Restricted
Stock Units.

     

    (a)           Settlements Other Than on
Death or Change in Control.  Subject to the provisions of this
Section 6, the Company shall deliver to the Recipient (or, if applicable, the
Recipient’s Designated Beneficiary or legal representative) that number of
shares of Company Stock as is equal to the number of Restricted Stock Units
covered by this Restricted Stock Unit Agreement that have become vested and
nonforfeitable, including those Restricted Stock Units that vested upon the
Recipient’s Retirement or termination upon Total Disability, on, or as soon as
administratively practicable after, the Ending Date, but in no event later than
the end of the calendar year in which the Ending Date occurs.

     

    (b)           Death of
Recipient.  Notwithstanding paragraph (a) of this Section 6, if
the Recipient dies prior to the Ending Date while still employed by the Company
or any of its Subsidiaries, then the Recipient shall be immediately vested in
all his Restricted Stock Units and the Company shall deliver to the Recipient
(or, if applicable, the Recipient’s Designated Beneficiary or legal
representative) that number of shares of Company Stock as is equal to the number
of Restricted Stock Units covered by this Restricted Stock Unit Agreement as
soon as administratively practicable after the Recipient’s death, but in no
event later than the end of the calendar year in which such death
occurs.

      

    
      

    

    1 [Actual
dates and vesting percentages to be determined by the Committee at the time of
grant.]

     

    
      
        
        

      

      
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    (c)           Change in
Control.  Notwithstanding paragraph (a) of this Section 6, in
the event of a Change in Control under the Plan prior to the Ending Date that
also constitutes a change in the ownership or effective control of the Company
or a change in the ownership of a substantial portion of the assets of the
Company within the meaning of Section 409A of the Code, then the Restricted
Stock Units shall fully vest in accordance with the terms of the Plan and the
Company shall deliver to the Recipient (or, if applicable, the Recipient’s
Designated Beneficiary or legal representative) that number of shares of Company
Stock as is equal to the number of Restricted Stock Units covered by this
Restricted Stock Unit Agreement upon the consummation of such Change in
Control.

     

    7.           No Rights as a
Shareholder.  Until shares of Company Stock are issued, if at
all, in satisfaction of the Company’s obligations under this Restricted Stock
Unit Agreement, the Recipient shall have no rights as a
shareholder.

     

    8.           Notices.  Any
notice required or permitted under this Restricted Stock Unit Agreement shall be
deemed given when delivered personally, or when deposited in a United States
Post Office, postage prepaid, addressed, as appropriate, to the Recipient either
at the Recipient’s address as last known by the Company or such other address as
the Recipient may designate in writing to the Company.

     

    9.           Securities Laws
Requirements.  The Company shall not be obligated to transfer any
shares of Company Stock issued in settlement of this Restricted Stock Unit grant
from the Recipient to another party, if such transfer, in the opinion of counsel
for the Company, would violate the Securities Act of 1933, as amended from time
to time (or any other federal or state statutes having similar requirements as
may be in effect at that time).  Further, the Company may require as a
condition of transfer of any shares to the Recipient that the Recipient furnish
a written representation that he or she is holding the shares for investment and
not with a view to resale or distribution to the public.

     

    10.         Protections Against
Violations of Constituent Documents.  No purported sale, assignment,
mortgage, hypothecation, transfer, pledge, encumbrance, gift, transfer in trust
(voting or other) or other disposition of, or creation of a security interest in
or lien on, any of the shares of Company Stock deliverable following the vesting
of the Restricted Stock Units by any holder thereof in violation of the
provisions of the Certificate of Incorporation or the By-Laws of the Company,
shall be valid, and the Company will not transfer any of said shares of Company
Stock on its books nor will the holder of any of said Company Stock be entitled
to vote, nor will any dividends be paid thereon, unless and until there has been
full compliance with said provisions to the satisfaction of the
Company.  The foregoing restrictions are in addition to and not in
lieu of any other remedies, legal or equitable, available to enforce said
provisions.

     

    11.         Taxes.  The
obligations of the Company under this Restricted Stock Unit Agreement shall be
conditional on satisfaction of the Company’s legal tax withholding obligations
and, unless the Recipient has made alternative arrangements satisfactory to the
Company with respect to such tax withholding obligations, the Company will (1)
withhold from the shares of Company Stock otherwise deliverable hereunder such
number of shares as it determines is necessary to satisfy the applicable minimum
tax withholding obligations in respect of such shares, or (2) to the extent
permitted by law, deduct any such taxes from any payment of any kind otherwise
due to the Recipient by the Company.

     

    12.         Failure to Enforce Not a
Waiver.  The failure of the Company to enforce at any time any
provision of this Restricted Stock Unit Agreement shall in no way be construed
to be a waiver of such provision or of any other provision hereof.

     

    
      
        
        

      

      
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    13.         Governing Law. 
This Restricted Stock Unit Agreement shall be governed by and construed
according to the laws of the State of New Jersey without regard to its
principles of conflict of laws.

     

    14.         Amendments. 
Except as otherwise provided in the Plan, this Restricted Stock Unit Agreement
may be amended or modified at any time only by an instrument in writing signed
by each of the parties hereto.

     

    15.         Survival of
Terms.  This Restricted Stock Unit Agreement shall apply to and bind
the Recipient and the Company and their respective permitted assignees and
transferees, heirs, legatees, executors, administrators and legal
successors.

     

    16.         Agreement Not a Contract for
Services.  Neither the grant of Restricted Stock Units, the
execution of this Restricted Stock Unit Agreement nor any other action taken
pursuant to this Restricted Stock Unit Agreement shall constitute or be evidence
of any agreement or understanding, express or implied, that the Recipient has a
right to continue to provide services as an officer, director, employee or
consultant of the Company for any period of time or at any specific rate of
compensation.

     

    17.         Severability. 
If a provision of this Restricted Stock Unit Agreement is held invalid by a
court of competent jurisdiction, the remaining provisions will nonetheless be
enforceable according to their terms.  Further, if any provision is
held to be over broad as written, that provision shall be amended to narrow its
application to the extent necessary to make the provision enforceable according
to applicable law and enforced as amended.

     

    18.         Incorporation of Plan;
Acknowledgment.  The Restricted Stock Unit Award is granted pursuant
to the Plan, and the Restricted Stock Units and this Restricted Stock Unit
Agreement are in all respects governed by the Plan and subject to all of the
terms and provisions thereof, whether such terms and provisions are incorporated
in this Restricted Stock Unit Agreement by reference or are expressly
cited.  By signing this Restricted Stock Unit Agreement, the Recipient
acknowledges having received and read a copy of the Plan.

     

    IN WITNESS WHEREOF, the
parties hereto have executed and delivered this Restricted Stock Unit Agreement
on the day and year first above written.

     

    
      
        
          
            
              
                	 
      	
                        SELECTIVE
      INSURANCE GROUP, INC.

                      
	 
      	 
      
	 
      	 
      
	 	 	 
	 
      	
                        By:

                      	 
      
	 
      	
                        Title:

                      	 
      
	 	 
	 
      	 
      
	 
      	
                        [EMPLOYEE]

                      


              

            

          

        

      

    

     

    
      
        
        

      

      
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