Exhibit
10.8

     

    SELECTIVE INSURANCE GROUP,
INC.

    2005
OMNIBUS STOCK PLAN

    DIRECTOR
RESTRICTED STOCK UNIT AGREEMENT

     

    This
DIRECTOR 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
[DIRECTOR] (the “Recipient”).

     

    WHEREAS,
the Board of Directors of the Company (the “Board”) has adopted
the Selective Insurance Group, Inc. 2005 Omnibus Stock Plan, as amended (the
“Plan”);
and

     

    WHEREAS,
the Salary and Employee Benefits Committee (the “Committee”) of the
Board has approved the grant of Restricted Stock Units pursuant to the Plan, as
hereinafter defined, 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
_________ Restricted Stock Units, subject to all of the terms and conditions of
this Restricted Stock Unit Agreement and the Plan.

     

    3.           Entitlement to
Settlement.  The Recipient shall become entitled to settlement
of his or her Restricted Stock Units upon the earliest of the following dates
(any such date on which the Recipient becomes entitled to settlement of a
Restricted Stock Unit pursuant to this Section 3, a “Settlement
Date”):

     

    (a)           the
applicable anniversary date set forth below, provided that the Recipient
continuously serves as a member of the Board of the Company from the Date of
Grant through to the applicable anniversary date:

     

    
      
        
          
            	
                    Date

                  	 	
                    Percentage Settled

                  
	 
      	 	 
      
	
                    [  ]

                  	 	
                    [  ]1

                  


          

        

      

    

     

    (b)           if
the Recipient ceases to be a member of the Board for any reason other than
Cause, the Recipient’s “separation from service,” within the meaning of Section
409A of the Code and Treas. Reg. Section 1.409A-1(h), from the Company;
and

     

    
      
        


    

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

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    (c)           the
occurrence of a Change in Control which also qualifies as 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, as described in Section 409A
of the Code and Treas. Reg. Section 1.409A-3(i)(5).

     

    Notwithstanding
the foregoing, if the Recipient ceases to be a member of the Board by reason of
Cause prior to an applicable Settlement Date, the Recipient shall not be
entitled to settlement of any Restricted Stock Units and all such Restricted
Stock Units shall immediately be forfeited.

     

    4.           Dividend
Equivalents.  Upon the Settlement Date of a Restricted Stock
Unit, 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 Settlement Date been immediately reinvested in Company Stock
on the dividend payment date.  All such dividend equivalents shall be
subject to the same 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 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.  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 for which the
Recipient is entitled to settlement as soon as administratively practicable
after the applicable Settlement Date, but in no event later than the end of the
calendar year in which the Settlement Date occurs.

     

    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.


    
      
         


      

      
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    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.         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.

     

    12.         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.

     

    13.         Amendments. 
Except as otherwise provided under 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.

     

    14.         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.

     

    15.         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.

     

    16.         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.

     

    17.         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.

     

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remainder of this page is intentionally left blank)


    
      
         


      

      
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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:

              
	 
      	 
      
	 
      	
                  

              
	 
      	
                [DIRECTOR]

              


      

    

     

    
      
         


      

      
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