Exhibit
10.13

     

    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 ______________, 201__ (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 the Recipient is employed by the Company or any Subsidiary as of the
applicable anniversary date set forth below (the “Vesting
Date”).  Notwithstanding the foregoing, the Restricted Stock
Units shall not be forfeited and the Recipient shall be vested in the Restricted
Stock Units if the Recipient terminates employment with the Company and all its
Subsidiaries prior to the Vesting 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.

     

    
      
        
          	
                  Date

                	 
      	
                  Percentage Vested

                
	 	 	 
	
                  [Third
      anniversary of the Date of Grant]

                	 
      	
                  100%1

                


        

      

    

     

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

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 Vesting Date, the Recipient’s
Separation from Service, the first business day following the expiration of six
months following the Recipient’s Separation from Service, 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)           Employment Through Vesting
Date.  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 on, as soon as
administratively practicable after, the Vesting Date, but in no event later than
the end of the calendar year in which the Vesting Date occurs.

     

    (b)           Separation from Service Due
to Death, Retirement or Total Disability.  Notwithstanding
paragraph (a) of this Section 6, if the Recipient terminates employment with the
Company and all its Subsidiaries prior to the Vesting Date solely as a result of
the Recipient’s death or termination of employment due to Retirement or Total
Disability, then 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 Separation from Service, but in no event later
than the end of the calendar year in which such Separation from Service
occurs.  The Recipient’s “Separation from
Service” shall mean his “separation from service,” within the meaning of
Section 409A of the Code and Treas. Reg. Section 1.409A-1(h)(1), from the
Company.

     

    (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 Vesting 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.

     

    
      
        
        

      

      
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    (d)           Specified
Employees.  Notwithstanding anything in this Section 6 to the
contrary, to the extent (i) the Recipient is entitled to settlement of
Restricted Stock Units upon his Separation from Service pursuant to paragraph
(b) of this Section 6; and (ii) at the time of his Separation from Service, the
Recipient is a “specified employee” of the Company under Section 409A of the
Code (a “Specified
Employee”), then delivery of Company Stock and payment of any related
dividend equivalents upon settlement of the Recipient’s Restricted Stock Units
shall be made, without interest, upon the earlier of (i) the first business day
following the expiration of six months following the Recipient’s Separation from
Service; and (ii) the date of the Recipient’s death; provided, however, that
such deferral shall be effected only if and to the extent required to avoid
adverse tax treatment to the Recipient under Section 409A of the
Code.

     

    (e)           Covered
Employees.  If the Recipient is (or is reasonably expected to
be) a “covered employee” within the meaning of Section 162(m) of the Code for
the calendar year in which delivery of Company Stock or payment of dividend
equivalents would ordinarily be made to the Recipient, the Company may delay
delivery to the Recipient of that portion of the shares of Company Stock and/or
dividend equivalents for which the Company reasonably believes that Section
162(m) of the Code will preclude the Company from taking a compensation expense
deduction, until the Recipient’s Separation from
Service.  Notwithstanding the foregoing, if the Recipient is a
Specified Employee of the Company at the time of his Separation from Service,
then such delayed delivery of Company Stock or payment of dividend equivalents
shall be made on the first business day following the expiration of six months
following the Recipient’s Separation from Service.

     

    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.

     

    
      
        
        

      

      
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    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.

     

    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 Unit, 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.  This 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.

     

    
      
        
        

      

      
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    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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