INDEMNIFICATION AGREEMENT
This Indemnification Agreement (the
"Agreement") is made as of __________,
2005, by and between SELECTIVE INSURANCE
GROUP, INC., a New Jersey corporation
with a principal office at 40 Wantage
Avenue, Branchville, New Jersey 07890
(the "Company"), and _____________________,
an individual residing at
________________________ (the
"Indemnitee").
Recitals
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WHEREAS, the Company and Indemnitee recognize (i) the
increasing
difficulty in obtaining liability insurance
for directors, officers, and key
employees; (ii) the significant increases
in the cost of such insurance; and
(iii) the general reductions in the
availability and coverage of such
insurance; and
WHEREAS, the Company and Indemnitee further recognize the
substantial
increase in corporate litigation in
general, subjecting directors, officers,
and key employees to expensive litigation
defense risks at the same time as the
availability and coverage of liability
insurance has been severely limited; and
WHEREAS, Indemnitee does not regard the current available
insurance
protection as adequate under the present
circumstances, and Indemnitee may not
be willing to continue to serve an agent of
the Company without additional
protections; and
WHEREAS, the Company desires to attract and retain the services
of
highly qualified individuals, such as
Indemnitee, and to indemnify its
directors, officers, and key employees so
as to provide them with the maximum
protection permitted by law.
Agreement
NOW, THEREFORE, in consideration of the mutual promises made in
this
Agreement, and for other good and valuable
consideration, receipt of which is
hereby acknowledged, the Company and
Indemnitee hereby agree as follows:
1.
INDEMNIFICATION.
(a) THIRD PARTY PROCEEDINGS. If Indemnitee was or is a party
or is threatened to be made a party to any
threatened, pending or completed
action, suit, or proceeding, whether civil,
criminal, administrative or
investigative (other than an action by or
in the right of the Company) because
(i) Indemnitee is or was a director,
officer, employee or agent of the Company,
or any of its subsidiaries, by reason of
any action or inaction on the part of
Indemnitee while an officer or director; or
(ii) Indemnitee is or was serving
at the request of the Company as a
director, officer, employee or agent of
another corporation, partnership, joint
venture, trust or other enterprise, the
Company shall indemnify Indemnitee against
expenses (including attorneys'
fees), judgments, fines, and amounts paid
in settlement (provided such
settlement is approved in advance by the
Company, which approval shall not be
unreasonably withheld) actually and
reasonably incurred by Indemnitee in
connection with such action, suit, or
proceeding if Indemnitee acted (i) in
good faith; (ii) in a manner Indemnitee
reasonably believed to be in, or not
opposed, to the best interests of the
Company; and (iii) with respect to any
criminal action or proceeding, had no
reasonable cause to believe Indemnitee's
conduct was unlawful. The termination of
any action, suit, or proceeding by
judgment, order, settlement, conviction, or
upon a plea of nolo contendere or
its equivalent, shall not, of itself,
create a presumption that Indemnitee did
not act in good faith and in a manner which
Indemnitee reasonably believed to
be in, or not opposed, to the best
interests of the Company, or, with respect
to any criminal action or proceeding, that
Indemnitee had reasonable cause to
believe that Indemnitee's conduct was
unlawful.
(b) PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. If
Indemnitee was or is a party or is
threatened to be made a party to any
threatened, pending or completed action, or
proceeding by or in the right of
the Company or any of its subsidiaries to
procure a judgment in its favor
because (i) Indemnitee is or was a
director, officer, employee, or agent of the
Company, or any of its subsidiaries,
because of any action or inaction on the
part of Indemnitee while a director or
officer, or (ii) Indemnitee is or was
serving at the request of the Company as a
director, officer, employee, or
agent of another corporation, partnership,
joint venture, trust or other
enterprise, the Company shall indemnify
Indemnitee against expenses (including
attorneys' fees), judgments, fines, and
amounts paid in settlement (provided
such settlement is approved in advance by
the Company, which approval shall not
be unreasonably withheld), to the extent
actually and reasonably incurred by
Indemnitee in connection with the defense
or settlement of such action or suit
in which Indemnitee acted in good faith and
in a manner Indemnitee reasonably
believed to be in or not opposed to the
best interests of the Company and its
stockholders, except that no
indemnification shall be made regarding any claim,
issue, or matter as to which Indemnitee
shall have been finally adjudicated by
court order or judgment to be liable to the
Company in the performance of
Indemnitee's duty to the Company and its
stockholders, unless and only to the
extent that the court in which such action
or proceeding is or was pending
shall determine upon application that, in
view of all the circumstances of the
case, Indemnitee is fairly and reasonably
entitled to indemnity for such
expenses which such court shall deem
proper.
(c) MANDATORY PAYMENT OF EXPENSES. To the extent that
Indemnitee has been successful on the
merits or otherwise in defense of any
action, suit, or proceeding referred to in
Section 1(a) or Section 1(b) or the
defense of any claim, issue, or matter
therein, Indemnitee shall be indemnified
against expenses (including attorneys'
fees) actually and reasonably incurred
by Indemnitee in connection therewith.
2. NO
EMPLOYMENT RIGHTS. Nothing contained in this Agreement is
intended to create in Indemnitee any right
to continued employment.
3.
EXPENSES; INDEMNIFICATION PROCEDURE.
(a) ADVANCEMENT OF EXPENSES. The Company shall advance all
expenses incurred by Indemnitee in
connection with the investigation, defense,
settlement, or appeal of any civil or
criminal action, suit, or proceeding
referred to in Section 1(a) or Section 1(b)
(including amounts actually paid in
settlement of any such action, suit or
proceeding). Indemnitee hereby
undertakes to repay such amounts advanced
only if, and to the extent that, it
shall ultimately be determined that
Indemnitee is not entitled to be
indemnified by the Company as authorized
hereby.
(b) NOTICE/COOPERATION BY INDEMNITEE. Indemnitee shall, as a
condition precedent to his or her right to
be indemnified under this Agreement,
give the Company notice in writing as soon
as practicable of any claim made
against Indemnitee for which
indemnification will or could be sought under this
Agreement. Notice to the Company shall be
directed to the Chief Executive
Officer of the Company and shall be given
in accordance with the provisions of
Section 12(d) below. In addition,
Indemnitee shall give the Company such
information and cooperation as it may
reasonably require and as shall be within
Indemnitee's power.
(c) PROCEDURE. Any indemnification and advances provided for
in Section 1 and this Section 3 shall be
made no later than twenty (20) days
after receipt of the written request of
Indemnitee. If a claim under this
Agreement or under any provision of the
Company's certificate of incorporation
or Bylaws providing for indemnification, is
not paid in full by the Company
within twenty (20) days after a written
request for payment thereof has first
been received by the Company, Indemnitee
may, but need not, at any time
thereafter bring an action against the
Company to recover the unpaid amount of
the claim, and subject to Section 11 of
this Agreement, Indemnitee shall also
be entitled to be paid for the expenses
(including attorneys' fees) of brining
such action. It shall be a defense to any
such action (other than an action
brought to enforce a claim for expenses
incurred in connection with any action,
suit or proceeding in advance of its final
disposition) that Indemnitee has not
met the standards of conduct which make it
permissible under applicable law for
the Company to indemnify Indemnitee for the
amount claimed, but the burden or
proving such defense shall be on the
Company and Indemnitee shall be entitled
to receive interim payments of expenses
pursuant to Section 3(a) unless and
until such defense may be finally
adjudicated by court order or judgment from
which no further right of appeal exists. It
is the parties' intention that if
the Company contests Indemnitee's right to
indemnification, the question of
Indemnitee's right to indemnification shall
be for the court to decide, and
neither the failure of the Company
(including its Board of Directors, any
committee or subgroup of the Board of
Directors, independent legal counsel, or
its stockholders) to have made a
determination that indemnification of
Indemnitee is proper in the circumstances
because Indemnitee has met the
applicable standard of conduct required by
applicable law, nor an actual
determination by the Company (including its
Board of Directors, any committee
or subgroup of the Board of Directors,
independent legal counsel, or its
stockholders) that Indemnitee has not met
such applicable standard of conduct,
shall create a presumption that Indemnitee
has or has not met the applicable
standard of conduct.
(d) NOTICE TO INSURERS. If, at the time of the receipt of a notice
of
claim pursuant to Section 3(b) hereof, the
Company has director and officer
liability insurance in effect, the Company
shall give prompt notice of the
commencement of such proceeding to the
applicable insurers in accordance with
the procedures set forth in the respective
policies. The Company shall
thereafter take all necessary or desirable
action to cause such insurers to
pay, on behalf of the Indemnitee, all
amounts payable as a result of such
proceeding in accordance with the terms of
such polic
