8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)			February 4, 2008
SELECTIVE INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
New Jersey	0-8641	22-2168890
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
40 Wantage Avenue, Branchville, New Jersey		07890
(Address of principal executive offices)		(Zip Code)
Registrant's telephone number, including area code		(973) 948-3000
Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 – Financial Information

Item 2.02.        Results of Operations and Financial Condition.

On February 4, 2008, Selective Insurance Group, Inc. (the “Company”) issued a press release announcing results for the fourth quarter ended December 31, 2007 and for the year ended December 31, 2007. The press release is attached hereto as Exhibit 99.1 and is being furnished, not filed, under Item 2.02 to this Report on Form 8-K.

Section 5 – Corporate Governance and Management

Item 5.02.        Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)            Approval of Forms of Restricted Stock Unit Agreements

On January 30, 2008, the Company’s Salary and Employee Benefits Committee (the “SEB Committee”) approved performance based and non-performance based forms of Restricted Stock Unit (“RSU”) Agreements under the Selective Insurance Group, Inc. 2005 Omnibus Stock Plan, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively.

Each vested RSU is generally settled by the transfer to the recipient of one share of common stock of the Company (“Common Stock”) 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 falls.  The recipient shall also be entitled to receive the fair market value of that number of shares of Common Stock that would have been payable had the aggregate dividends paid with respect to a share of Common Stock during the period commencing on the date of grant of the RSU and terminating on the date on which the recipient is entitled to settlement of such RSU been immediately reinvested in Common Stock on the dividend payment date.  All such dividend equivalents shall be subject to the same vesting and forfeiture requirements as apply to the RSUs, and shall be paid to the recipient in shares of Common Stock (with any fractional shares paid in cash) in accordance with, and at the same time as, settlement of the vested RSUs to which they are related.  Generally, recipients whose employment with the Company or a subsidiary of the Company terminates prior to the applicable vesting date will forfeit their unvested RSUs, unless the termination is the result of the recipient’s death or total disability or occurs after the recipient has attained early or normal retirement age under the Retirement Income Plan for Selective Insurance Company of America (“Early Vesting Recipients”).

Under the form of non-performance based RSU Agreement, in the case of Early Vesting Recipients, settlement of RSUs will occur as soon as administratively practicable following the recipient’s “separation from service,” as defined in Section 409A of the Internal Revenue Code of 1986, as amended, and applicable regulations thereunder (together, “Section 409A”), from the Company and its subsidiaries (“Separation from Service”), but in no event later than the end of the calendar year in which the Separation from Service occurs.  Settlement of RSUs for Early Vesting Recipients who are “specified employees” of the Company, as defined in Section 409A, at the time of their Separation from Service are subject to a six month delay, as required by Section 409A.

The form of performance-based RSU Agreement provides for the grant of RSUs, settlement of which is subject to both (i) attainment of certain performance goals, as determined by the SEB Committee at the time of the grant and set forth in the RSU Agreement, and (ii) continued employment with the Company or any of its subsidiaries through the vesting date set forth in the applicable agreement (except in the case of Early Vesting Recipients or as otherwise determined by the SEB Committee).  Except in the case of recipients whose death occurs prior to the applicable vesting date, settlement of performance-based awards shall be made 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 falls.

The foregoing descriptions of the forms of RSU Agreements are qualified in their entirety by reference to the copies of the forms of agreements, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K.

Section 9 – Financial Statements and Exhibits

Item 9.01.        Financial Statements and Exhibits.

(d)      Exhibits

10.1	Form of Selective Insurance Group, Inc. 2005 Omnibus Stock Plan Restricted Stock Unit Agreement
10.2	Form of Selective Insurance Group, Inc. 2005 Omnibus Stock Plan Restricted Stock Unit Agreement
99.1	Press Release of Selective Insurance Group, Inc. dated February 4, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SELECTIVE INSURANCE GROUP, INC.
Date:  February 4, 2008	By:	/s/ Michael H. Lanza
		Michael H. Lanza Executive Vice President, General Counsel & Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Form of Selective Insurance Group, Inc. 2005 Omnibus Stock Plan Restricted Stock Unit Agreement
10.2	Form of Selective Insurance Group, Inc. 2005 Omnibus Stock Plan Restricted Stock Unit Agreement
99.1	Press Release of Selective Insurance Group, Inc. dated February 4, 2008

EX-10.1

Exhibit 10.1

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 [DATE] (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”), 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 [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, 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 “Vesting 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 Vesting Date solely as a result of the Recipient’s death, 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”), or “Total Disability” as defined in the Retirement Income Plan.  However, except where the Recipient dies

Restricted Stock Unit Agreement (Performance Based)

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.

Date	Percentage Vested
[Third anniversary of the Date of Grant]	[100%]1

4.            Dividend Equivalents.  Following the vesting 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 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 date of death, the Recipient’s Separation from Service or the first business day following the expiration of six months following the Recipient’s Separation from Service, 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 pursuant to Section 22(c) of the Plan.

6.            Settlement of Restricted Stock Units.

   (a)            Subject to the provisions of Section 15 of the Plan and 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 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)            Notwithstanding paragraph (a) of this Section 6, if the Recipient dies prior to the Vesting 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)            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 and/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 the payment of that portion of the 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,” as such term is defined in Section 409A of the Code and Treas. Reg. Section 1.409A-1(h), from the Company (“Separation from Service”).  Notwithstanding the foregoing, if the Recipient is a “specified employee,” as such term is defined in Section 409A of the Code and Treas. Reg. Section 1.409A-1(i), 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 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 Common 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 all applicable withholding tax 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 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 Section 16, 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.  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 Agreement, the Recipient acknowledges having received and read a copy of the Plan.

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INWITNESS 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]

[CURRENT DATE]

 5

EX-10.2

Exhibit 10.2

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 [DATE] (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”), 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 [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, 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, 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”), or “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.]

Restricted Stock Unit Agreement

4.            Dividend Equivalents.  Following the vesting 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 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 or the first business day following the expiration of six months following the Recipient’s Separation from Service, 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 pursuant to Section 22(c) of the Plan.

6.            Settlement of Restricted Stock Units.

   (a)            Subject to the provisions of Section 15 of the Plan and 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 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)            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, termination of employment on or after “Early Retirement Age” or “Normal Retirement Age,” or “Total Disability,” as defined in the Retirement Income Plan, 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)            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,

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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.

   (d)            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 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 Common 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 all applicable withholding tax 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 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 Section 16, 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.  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 Agreement, the Recipient acknowledges having received and read a copy of the Plan.

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INWITNESS 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]

[CURRENT DATE]

 5

EX-99.1

Selective Insurance

40 Wantage Avenue

Branchville, New Jersey 07890

www.selective.com

For release at 4:15 p.m. eastern time on Feb. 4, 2008

Media Contact: Sharon Cooper

973-948-1324, sharon.cooper@selective.com

Investor Contact: Jennifer DiBerardino

973-948-1364, Jennifer.diberardino@selective.com

Selective Insurance Group Reports

Fourth Quarter and Year-end 2007 Earnings

For fourth quarter 2007:

Net premiums written up 5%

Investment income up 9%, after-tax

Combined ratio: GAAP: 99.7%; statutory: 101.9%

Net income: $0.67 per diluted share; operating income: $0.60

Assets reach record $5 billion for the year

Branchville, NJ – Feb. 4, 2008 - Selective Insurance Group, Inc. (NASDAQ: SIGI), today reported its financial results for the fourth quarter and year ended Dec. 31, 2007.

Solid Results in a Competitive Environment

Selective Chairman, President and CEO Gregory E. Murphy stated, “We delivered solid results in 2007. In a highly competitive marketplace, our employees and agency force worked diligently to maintain the delicate balance between growth and profitability, while never losing sight of our long-term strategic focus. Operating income1 exceeded our expectations for the quarter at $0.60 per diluted share; net income was $0.67. For the year, operating income was $2.21 per diluted share, net income was $2.59, and our overall return on equity was 13.6%, about 400 basis points higher than Selective’s weighted average cost of capital. After-tax investment income increased 10% to $133.7 million for the year, primarily due to a favorable performance from alternative investments and our larger fixed income portfolio.

Growth

“For the quarter, net premiums written (NPW) increased a healthy 5%, and were up 1% for the year. This solid growth was driven by a 13% increase in commercial lines new business in 2007, to $313.3 million, while retention remained relatively stable. We attribute this double-digit growth to our “high-touch” field model that continues to set us apart from the competition and was validated in a December 2007 independent survey of our agents who again rated us 8.9 out of 10 for overall satisfaction.

“Our 2007 growth was also favorably impacted by expansion into Massachusetts, our 21st footprint state, and we will be expanding into Tennessee in 2008. We expect future growth to be fueled by the appointment of approximately 200 new agents in 2006 and 2007, along with production from 65 new sales associates that we assisted agents in hiring and/or training during the same period. These factors will be critical to our success in 2008, as we anticipate continued competitive pressures in the commercial lines market space and tightening economic conditions for our customers, particularly contractors who represent 45% of our commercial lines business.

Profitability

“We generated a statutory combined ratio of 101.9% for the fourth quarter, and 97.5% for the year. We expect our profitability to improve as we continue to implement the predictive models we completed in 2007 for the balance of our commercial lines. These “high-tech” models and other “best in class” technology tools enhance our confidence in our underwriting decisions and the quality of business we write. Other strategic initiatives, such as the introduction of a new safety management system and further enhancements to our successfully deployed workers compensation initiative, will also drive ongoing profitability.”

Quarterly and Annual Performance

Fourth quarter 2007 highlights, compared to fourth quarter 2006:

-   Net income was $36.2 million or $0.67 per diluted share, compared to $43.5 million and $0.72;

-   Operating income was $32.2 million or $0.60 per diluted share, compared to $37.3 and $0.62;

-   Combined ratio: GAAP: 99.7% vs. 97.0%; Statutory: 101.9% vs. 99.0%;

-   Total NPW increased 5% to $323.2 million:

o   Commercial lines NPW increased 5% to $273.4 million;

o   Personal Lines NPW increased 6% to $49.8 million;

-   Catastrophe losses were $0.9 million vs. $5.9 million;

-   Investment income, after-tax, increased 9% to $37.3 million; and

-   Total revenue increased 2% to $466.6 million.

2007 highlights, compared to 2006:

-   Net income was $146.5 million or $2.59 per diluted share, compared to $163.6 million and $2.65;

-   Operating income was $124.8 million or $2.21 per diluted share, compared to $140.5 and $2.28;

-   Combined ratio: GAAP:98.9% vs.96.1%; Statutory:97.5% vs.95.4%;

-   Total NPW increased1% to $1.6billion:

o   Commercial lines NPW increased 2% to $1.4 billion;

o   Personal Lines NPW decreased6% to $204.1 million;

-   Catastrophe losses were $14.9 million vs. $20.7 million;

-   Investment Income, after-tax, increased 10% to $133.7 million; and

-   Total revenue increased 2% to $1.8 billion.

Action Steps and 2008 Earnings Guidance

Murphy said, “Our goal is to grow profitability in any market condition. Recognizing that 2008, from a competitive and economic perspective, will continue to be difficult for our industry, we are taking steps to better position ourselves to aggressively leverage market opportunities and improve efficiencies.

“These steps include the difficult decision to reduce our workforce by approximately 80 positions. Effective today, 60 employees have been displaced and 20 open positions will not be filled. To help ease the transition for these individuals and their families, we have offered each employee a severance package incorporating pay, health insurance and outplacement services for a one time pre-tax cost of approximately $4.0 million in the first quarter. We anticipate that employment and other operational adjustments will generate annualized pre-tax savings of approximately $8.0 million.”

Murphy added, “We are also implementing extremely targeted changes to agency commissions that will maintain highly competitive awards for agents who produce the strongest results for us, while reducing commissions where Selective’s historically higher payments have not generated an appropriate level of profitable growth. The changes will bring our program more in line with the competition; however, commissions on 87% of our direct premiums written will not be affected, and the supplemental commission program that rewards Selective’s most profitable growth agencies does not change. The commission revisions are expected to generate annualized pre-tax savings of approximately $8.0 million, and are targeted for rollout in most states in July 2008.”

Murphy concluded, “Based on these expense management programs, along with technology investments, ongoing underwriting improvements and other strategic initiatives delivered in 2007, we are providing 2008 earnings guidance in the range of $2.20 to $2.40, including a first quarter 2008 $0.05 restructuring charge. Our guidance is based on the following assumptions: (i) a statutory combined ratio of approximately 98.0% and a GAAP combined ratio of approximately 100.0%; (ii) after-tax catastrophe losses of $14.4 million, or $0.18 per share; (iii) growth in after-tax investment income of 3%, including a 10% pre-tax yield on alternative investments; (iv) Diversified Insurance Services revenue growth of 5.0% and return on revenue of 10.0%; and (v) diluted weighted average shares of 52.5 million, including the expectation of repurchasing 3.5 million shares over the course of the year.”

Balance Sheet Strength

At Dec. 31, 2007, Selective’s total assets were up 5% for the year to a record $5.0 billion, including $3.7 billion in the company’s investment portfolio, which was up 4% over 2006.

During the fourth quarter, the company completed a net share settlement of Senior Convertible Notes that resulted in a net reduction in diluted outstanding shares of 2 million shares.

Stockholders’ equity was $1.1 billion and book value per share increased 5% to $19.81. The quarterly cash dividend on Selective’s common stock of $0.13 is payable March 3, 2008 to stockholders of record Feb. 15, 2008.

The supplemental investor packet, including financial information that is not part of this press release, is available on the Investors page of Selective’s public website at www.selective.com. Selective’s quarterly analyst conference call will be simulcast at 8:30 a.m. EST, on February 5, 2008, at www.selective.com. The webcast will be available for rebroadcast until the close of business on March 5, 2008.

Selective Insurance Group, Inc., is a holding company for seven property and casualty insurance companies rated “A+” (Superior) by A.M. Best. Through independent agents, the insurance companies offer primary and alternative market insurance for commercial and personal risks, and flood insurance underwritten by the National Flood Insurance Program. Other subsidiaries of the company provide claims, human resources and risk management services. Selective maintains a website at www.selective.com.

In this press release, Selective and its management discuss and make statements based on currently available information regarding their intentions, beliefs, current expectations, and projections regarding Selective’s future operations and performance. Such statements are “forward-looking” statements as that term is defined in the Private Securities Litigation Reform Act of 1995, which provides a safe harbor under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, for forward-looking statements. These forward-looking statements are often identified by words such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “target,” “project,” “intend,” “believe,” “estimate,” “predict,” “potential,” “pro forma,” “seek,” “likely,” or “continue,” or other comparable terminology and their negatives. Selective and its management assume no obligation to update these forward-looking statements due to changes in underlying factors, new information, future developments or otherwise.

Selective and its management caution investors that such forward-looking statements are not guarantees of future performance. Risks and uncertainties are inherent in Selective’s future performance. Factors that could cause Selective’s actual results to differ materially from those indicated by such forward-looking statements, include, among other things, those discussed or identified from time to time in our public filings with the SEC and those associated with:

·   the frequency and severity of catastrophic events, including, but not limited to, hurricanes, tornadoes, windstorms, earthquakes, hail, severe winter weather, fires, explosions and terrorism;

·   adverse economic, market, regulatory, legal or judicial conditions;

·   the concentration of our business in a number of Eastern Region states;

·   the adequacy of our loss reserves and loss expense reserves;

·   the cost and availability of reinsurance;

·   our ability to collect on reinsurance and the solvency of our reinsurers;

·   uncertainties related to insurance premium rate increases and business retention;

·   changes in insurance regulations that impact our ability to write and/or cease writing insurance policies in one or more states, particularly changes in New Jersey automobile insurance laws and regulations;

·   our ability to maintain favorable ratings from rating agencies, including A.M. Best, S&P, Moody’s and Fitch;

·   fluctuations in interest rates and the performance of the financial markets;

·   our entry into new markets and businesses; and

·   other risks and uncertainties we identify in filings with the SEC, including, but not limited to, our Annual Report on Form 10-K.

Selective’s SEC filings can be accessed through the Investors and Corporate Governance sections of Selective’s website, www.selective.com, or through the SEC’s EDGAR Database at www.sec.gov (Selective EDGAR CIK No. 0000230557).

Selective Insurance Group, Inc. (Nasdaq: SIGI) *
GAAP Highlights and Reconciliation of Non-GAAP Measures to Comparable
GAAP Measures (unaudited)
(in thousands, except per share data)
3 months ended December 31:		2007	2006
Net premiums written	$	323,236	306,925
Net premiums earned		382,682	377,180
Net investment income earned		49,965	44,519
Diversified insurance services revenue		26,380	26,415
Total revenues		466,611	458,954
Operating income		32,243	37,253
Net realized gains, net of tax		3,997	6,290
Net income	$	36,240	43,543
Statutory combined ratio		101.9%	99.0%
GAAP combined ratio		99.7%	97.0%
Operating income per diluted share	$	0.60	0.62
Net income per diluted share		0.67	0.72
Weighted average diluted shares		54,746	61,382
Book value per share	$	19.81	18.81
12 months ended December 31:		2007	2006
Net premiums written	$	1,554,867	1,535,961
Net premiums earned		1,517,306	1,499,664
Net investment income earned		174,144	156,802
Diversified insurance services revenue		115,566	110,526
Total revenues		1,846,228	1,807,867
Operating income		124,818	140,512
Net realized gains, net of tax		21,680	23,062
Net income	$	146,498	163,574
Statutory combined ratio		97.5%	95.4%
GAAP combined ratio		98.9%	96.1%
Operating income per diluted share	$	2.21	2.28
Net income per diluted share		2.59	2.65
Weighted average diluted shares		57,165	62,542
Book value per share	$	19.81	18.81
*All amounts included in this release exclude inter-company transactions.

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1Operating income differs from net income by the exclusion of realized gains or losses on investment sales. It is used as an important financial measure by management, analysts and investors, because the realization of investment gains and losses in any given period is largely discretionary as to timing and could distort the analysis of trends; however, it is not intended as a substitute for net income prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). A reconciliation of operating income to net income is provided in the GAAP Highlights and Reconciliation of Non-GAAP Measures to Comparable GAAP Measures. Statutory data is prepared in accordance with statutory accounting rules as defined by the National Association of Insurance Commissioners Accounting Practices and Procedures Manual and, therefore, is not reconciled to GAAP.

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