AGREEMENT dated as of May 5, 2000, by and between SELECTIVE INSURANCE COMPANY OF
AMERICA, a New Jersey corporation (the "Company"), having an office at 40 Wantage Avenue, Branchville,
New Jersey 07826, and DALE A. THATCHER, having an address at 3954 Brockton Drive, Cincinnati, Ohio
In consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto agree as
1. Employment. The Company agrees to employ the Executive, and the Executive accepts employment with the
Company, on the terms and conditions set forth herein.
2. Term. The term of employment under this Agreement shall commence as of the date hereof and, subject to
Section 7 hereof, shall terminate three (3) years after the date hereof.
3. Compensation. For all services rendered by the Executive under this Agreement, the Company shall pay the
Executive a fixed salary during the term of employment under this Agreement at a rate of not less than One
Hundred Ninety Thousand and 00/100 ($190,000.00) per year (the "Salary"), payable in installments in
accordance with the Company's policy from time to time in effect for payment of salary to executives. The Salary
shall be reviewed no less than annually by the Company's Board of Directors, and nothing contained herein shall
prevent the Company's Board of Directors from at any time increasing the Salary or other benefits herein
provided to be paid or provided to Executive or from providing additional or contingent benefits to Executive as
it deems appropriate.
(a) The Executive has been elected as Senior Vice President and Chief Financial Officer of the Company, and he
agrees to serve as such during each year of the term of this Agreement that he is elected to such office and until
his successor is elected and qualified. If at any time prior to the expiration of this Agreement, the Board of
Directors of the Company shall fail to reelect Executive as Senior Vice President and Chief