Exhibit
10.27

    


    SELECTIVE
INSURANCE GROUP, INC.

    NON-EMPLOYEE
DIRECTORS’ DEFERRED COMPENSATION PLAN

    


    
      	
              1.

            	
              Establishment.

            


    

     

    Selective
Insurance Group, Inc. (the “Company”) has established this Selective Insurance
Group, Inc. Non-Employee Directors’ Deferred Compensation Plan (the “Plan”)
effective as of May 1, 2010.  The Plan is designed to permit
non-employee directors of the Company to elect from year to year: (i) to receive
their annual retainer in the forms of cash or Company stock; and/or (ii) to
defer receipt of all or a portion of their compensation received as a
non-employee director, whether payable in cash or Company stock.  This
Plan is intended to amend and restate those provisions of the Selective
Insurance Group Inc. 2005 Omnibus Stock Plan, as amended through to December 31,
2008, which relate to the compensation of non-employee directors of the Company,
effective as of as May 1, 2010.

     

    
      	
              2.

            	
              Definitions.

            


    

     

    As used
in the Plan, the following definitions apply to the terms indicated
below:

    


    (a)           “Account” shall mean
the bookkeeping Account established by the Company in the name of each
Participant who has elected to defer receipt of all or a portion of his Director
Compensation, and which reflects the interest of the Participant under the
Plan.

     

    (b)           “Administrator” shall
mean the Company’s Salary and Employee Benefits Committee, which shall consist
of two or more persons appointed by the Board, each of whom shall qualify as a
“nonemployee director” within the meaning of Rule 16b-3 the promulgated under
the Securities Exchange Act of 1934, as amended.

     

    (c)           “Annual Retainer”
shall mean the annual retainer fees payable to a Non-Employee Director for a
particular calendar year.

     

    (d)           “Beneficiary” shall
mean the person or persons last designated by a Participant in writing in
accordance with procedures established by the Administrator to receive the
Participant’s benefits under the Plan in the event of the Participant’s
death.  If no designated beneficiary survives the Participant, the
Participant’s Beneficiary shall be the Participant’s estate.

     

    (e)           “Board” shall mean the
Board of Directors of the Company.

     

    (f)           “Change in Control”
shall have the meaning set forth in the Stock Plan; provided, however, that no Change in
Control shall be deemed to have occurred under this Plan unless such Change in
Control 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(a)(2)(A)(v) of the Code and the
regulations thereunder.

     

    (g)           “Code” shall mean the
Internal Revenue Code of 1986, as amended from time to time, and any regulations
promulgated thereunder.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (h)     
     “Company” shall mean
Selective Insurance Group, Inc., a New Jersey corporation.

     

    (i)      
     “Company Stock” shall
mean the common stock of the Company, par value $2.00 per share.

     

    (j)       
    “Deferral Period”
shall have the meaning set forth in Section 9.

     

    (k)       
   “Director
Compensation” shall mean all compensation payable to a Non-Employee
Director for his services as a member of the Board, including, but not limited
to, the Annual Retainer, committee fees and committee chairperson fees, but
excluding any awards (other than Stock Grants issued in settlement of all or a
portion of a Director’s Annual Retainer) issued under the Stock
Plan.

     

    (l)         
  “Director
Payment Date” shall mean each January 1, April 1, July 1 and October 1,
or, if such day is not a business day, the next succeeding business
day.

     

    (m)          “Fair Market Value”
shall have the meaning set forth in the Stock Plan.

     

    (n)       
   “Participant” shall
mean a Non-Employee Director who elects to defer any portion of his Director
Compensation pursuant to the Plan, and any Non-Employee Director on whose behalf
an Account balance is maintained under this Plan.

     

    (o)          “Non-Employee
Director” or “Director” shall mean
a member of the Board who is not an employee of the Company or any Subsidiary of
the Company.

     

    (p)          “Separation from
Service” shall mean a Participant’s “separation from service,” as that
term is defined in Section 409A(a)(2)(A)(i) of the Code and regulations of the
Treasury thereunder, from the Company.  For the avoidance of doubt, a
Non-Employee Director who ceases to provide services as a Director of the
Company and who immediately thereafter becomes an employee of the Company may
incur a Separation from Service for purposes of this Plan, to the extent set
forth in Section 409A and the regulations thereunder.

     

    (q)          “Stock Plan” shall
mean the Selective Insurance Group Inc. 2005 Omnibus Stock Plan, as amended from
time to time.

     

    (r)           “Subsidiary” shall
mean a “subsidiary corporation” of the Company within the meaning of Section
424(f) of the Code.

     

    (s)           “Plan” shall mean this
Selective Insurance Group, Inc. Non-Employee Directors’ Deferred Compensation
Plan, as it may be amended from time to time.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
              3.

            	
              Election
      of Form of Payment of Annual
Retainer.

            


    

     

    (a)           Annual
Election.  Each Non-Employee Director’s Annual Retainer shall
be paid, at the election of the Non-Employee Director, in: (i) shares of Company
Stock; (ii) cash; or (iii) a combination thereof; provided, however that the Administrator may
limit, with respect to any year, the percentage of the Annual Retainer that a
Director may elect to be paid in Company Stock or in cash.  Each
Non-Employee Director may elect, on or before December 20 of each year, to
receive his Annual Retainer payable during the next succeeding calendar year in
cash or shares of Company Stock.  The election made pursuant to this
Section 3(a) shall be irrevocable for the calendar year for which the election
is made, and shall apply to each calendar year thereafter until the Non-Employee
Director, on or before December 20 of the immediately preceding calendar year,
makes a different election for the next succeeding calendar year, which election
shall continue in effect until a different election is made in the manner
provided in the Plan; provided, however, that any
such election shall be subject to any limit imposed by the Administrator on the
maximum percentage of a Director’s Annual Retainer that is payable in shares of
Company Stock or in cash in any year.

     

    (b)           Payment of Annual Retainer
in Common Stock.  The number of shares of Company Stock to be
issued to each Non-Employee Director pursuant to this Section 3 shall be
determined on each Director Payment Date.  On each Director Payment
Date, each Non-Employee Director shall become entitled to receive that number of
shares of Company Stock that is determined by dividing one fourth of the amount
of the Director’s Annual Retainer for the calendar year that the Non-Employee
Director has elected to be paid in Company Stock by the Fair Market Value of one
share of Company Stock as of the Director Payment Date.  Any
fractional shares resulting from such calculation shall be rounded up to the
nearest whole number of shares.  Except to the extent the Non-Employee
Director has elected to defer receipt of any portion of the Annual Retainer to
be paid in Company Stock, such shares of Common Stock shall be issued to the
Non-Employee Director within 90 days following the applicable Director Payment
Date.

     

    (c)           Payment of Annual Retainer
in Cash.  On each Director Payment Date, each Non-Employee
Director shall become entitled to receive a cash payment equal to one fourth of
the amount of the Director’s Annual Retainer for the calendar year that the
Non-Employee Director has elected to be paid in cash.  Except to the
extent the Non-Employee Director has elected to defer receipt of any portion of
the Annual Retainer to be paid in cash, such cash shall be paid to the
Non-Employee Director within 90 days following the applicable Director Payment
Date.

     

    (d)           New Non-Employee
Directors.  Any person who becomes a Non-Employee Director
after a Director Payment Date and before the next succeeding Director Payment
Date in any year, whether by appointment or election as a member of the Board or
by ceasing to be an employee of the Company or a Subsidiary, shall receive, in
shares of Company Stock, a pro-rata amount of such Non-Employee Director’s
Annual Retainer until the next Director Payment Date.  Such pro rata
amount of the Annual Retainer shall be determined by multiplying the amount of
the Non-Employee Director’s annualized Annual Retainer for the year by a
fraction, the numerator of which shall be the number of days remaining from the
date of election or appointment until the next succeeding Director Payment Date,
and the denominator of which shall be 365.  Within thirty (30) days of
becoming a Non-Employee Director, such person may make an election under Section
3(a) to receive the remainder of the year’s Annual Retainer in cash or in shares
of Company Stock.


    
      
         


      

      
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    (e)           Book
Entry.  Shares of Company Stock issued hereunder shall be
issued in book entry form in the name of or for the account of the Participant
or other person entitled to receive such shares in accordance with the terms of
the Stock Plan.

     

    (f)           Non-Employee Director
Compensation Other Than Annual Retainer.  Any Director
Compensation to be received by a Non-Employee Director with respect to his
services on the Board other than the Annual Retainer shall be paid in
cash.

     

    
      	
              4.

            	
              Deferral
      of Receipt of Director
Compensation.

            


    

     

    (a)           Initial Election to
Defer.  A Non-Employee Director may irrevocably elect, on or
before December 20 of the year prior to the year in which Director Compensation
will be earned, to defer the issuance and receipt of shares of Company Stock and
cash (if any) payable in respect of such Director Compensation.  Any
such election shall be irrevocable for the calendar year for which the election
is made and shall apply to each calendar year thereafter unless the Non-Employee
Director, on or before December 20 of the immediately preceding calendar year,
makes a different election for the next succeeding calendar year, which election
shall continue in effect until a different election is made in the manner
provided in the Plan.

     

    (b)           Deferral
Period.  A Non-Employee Director who makes a deferral election
under paragraph (a) may elect to defer issuance of shares of Company Stock
and/or payment of cash until: (i) a specified date or dates in the future; (ii)
the Non-Employee Director’s attainment of age 70; or (iii) the Non-Employee
Director’s Separation from Service.  To the extent a Non-Employee
Director has an outstanding deferral election subject to Section 409A of the
Code made pursuant to the Non-Employee Director provisions of the Stock Plan
prior to the effective date of this Plan, and which defers Director Compensation
until the termination of such Director’s services as a Non-Employee Director,
the deferral election shall be deemed to defer the Non-Employee Director’s
Director Compensation until such Director’s Separation from
Service.

     

    (c)           First Year of
Eligibility.  Notwithstanding anything in this Section 4 to the
contrary, an individual who first becomes a Non-Employee Director on or after
the first day of a calendar year may, on or before the thirtieth (30th) day
after the date on which he first becomes a Non-Employee Director, make an
election under this Section 4 with respect to Director Compensation earned in
the same calendar year for services performed after the date of the
election.  Any such election with respect to the Director’s Annual
Retainer or other Director Compensation that is earned based upon a performance
period of a year may apply only to that pro rata portion of such Annual Retainer
or other such Director Compensation that is determined by multiplying the
Director’s total Annual Retainer or other such Director Compensation payable for
the year by a fraction, the numerator of which is the number of days in the year
remaining after the election, and the denominator of which is the number of days
in the year following the date on which he first become a Non-Employee
Director.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
              5.

            	
              Form
      of Payment.

            


    

     

    At the
time of making an initial deferral election pursuant to Section 4 with respect
to Director Compensation to be earned in a calendar year, a Participant may
elect to receive shares of Company Stock and cash, the issuance of which is
deferred hereunder, and any cash dividends on shares of Company Stock, the
issuance of which is deferred hereunder, in either: (i) a lump sum; or (ii)
subject to Section 6, up to five (5) equal (or as nearly equal as possible)
annual installments, on, or commencing on, the selected date(s) set forth in
Section 4(b).  Payments from a Participant’s Account shall be made in
accordance with any administrative rules established by the Administrator from
time to time.

     

    
      	
              6.

            	
              Effect
      of Change in Control.

            


    

     

    In the
event of a Change in Control, notwithstanding a Participant’s deferral election
under Sections 4, 5 and 7, if the Participant incurs a Separation from Service
within two (2) years after the Change in Control, then all shares of Company
Stock and cash (if any) deferred under the Plan, plus any cash dividend
equivalents and accrued interest, shall be issued on the first day of the month
following the Participant’s Separation from Service.

     

    
      	
              7.

            	
              Election
      Changes.

            


    

     

    A
Participant may change the time of a lump sum payment or the time of an
installment payment of Director Compensation that has been deferred pursuant to
Section 4 by written notice to the Administrator, provided that: (i) the notice
is received not later than one (1) year prior to the date the payment is
scheduled to be made; (ii) the notice must defer the time that payment is made
for at least five (5) years from the originally scheduled payment date; and
(iii) the change may not take effect until at least twelve (12) months after the
date on which the election is made.

    


    
      	
              8.

            	
              Accounts.

            


    

     

    An
Account shall be established on the books and records of the Company for each
Participant who elects to defer the receipt of shares of Company Stock and/or
cash under the Plan, and all shares of Company Stock and cash so deferred shall
be credited to such Participant's Account.

     

    
      	
              9.

            	
              Dividends
      and Interest.

            


    

     

    (a)           Dividend
Equivalents.  In the event that cash dividends on shares of
Company Stock, the issuance of which is deferred by a Participant hereunder, are
declared and paid during the period commencing on the date such shares would
have been issued but for such deferral and terminating on the date of issuance
of such shares of Company Stock (the “Deferral Period”), an
amount equal to the amount of such dividends shall be credited to the
Participant's Account as and when such dividends are paid by the Company as if
such shares of Company Stock had been issued and outstanding during the Deferral
Period.  The Company shall pay the Participant on the date such
Participant's deferred shares of Company Stock are actually issued an amount in
cash equal to the amount of cash dividends paid on such shares of Company Stock,
on a cumulative basis, plus interest thereon, if any, pursuant to paragraph (b)
of this Section 9.


    
      
         


      

      
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    (b)           Crediting of Notional
Interest.  The cash portion of each Participant’s Account,
including any Director Compensation that is paid in cash, and any dividend
equivalents credited to the Participant’s Account pursuant to paragraph (a),
shall be credited with notional interest on December 31 of each year (if on such
date there is a balance in the Account).  With respect to Director
Compensation earned in 2010 and prior years and credited to an Account, such
notional interest shall be equal to the amount of interest, if any, which would
have been earned on the average cash balance in the Participant's Account for
the year at an annual rate of interest equal to the average two-year United
States Treasury Note rate for the year.  With respect to Director
Compensation earned in 2011 and subsequent years and credited to an Account,
such notional interest shall be equal to the amount of interest, if any, which
would have been earned on the average cash balance in the Participant's Account
for the year at such annual rate of interest as may be determined by the
Administrator from time to time.  If amounts credited to a
Participant's Account are distributed prior to any such December 31, notional
interest on such distributed amounts shall be credited to such Account
calculated from the beginning of the year to the date of the
distribution.

     

    (c)           Payment of
Cash.  All cash dividends paid on deferred shares of Company
Stock and interest thereon, and all interest on deferred Director Compensation
that is paid in cash, shall be paid to the Participant at the same time and in
the same form as the underlying deferred Director Compensation.

     

    
      	
              10.

            	
              Account
      Statements.

            


    

     

    An annual
statement will be furnished to each Participant stating the number of shares of
Company Stock and the cash balance credited to the Participant's Account as of
the preceding December 31.

     

    
      	
              11.

            	
              Administration.

            


    

     

    (a)           Powers of
Administrator.  The Administrator shall be charged with the
general administration of the Plan and shall have all powers necessary or
appropriate to accomplish its duties under the Plan.  The
Administrator shall administer the Plan in accordance with its
terms.  Any determination by the Administrator shall be made in its
sole and absolute discretion and shall be conclusive and binding upon all
persons.  The powers and responsibilities of the Administrator shall
include, without limitation, the following:

     

    (i)         determining
all questions relating to the eligibility of a Non-Employee Director to
participate in the Plan or to remain a Participant;

     

    (ii)        determining
the maximum percentage of a Non-Employee Director’s Annual Retainer for a year
that may be payable in shares of Company Stock or in cash;

     

    (iii)       determining
the notional interest rate for adjustment of Account balances;

     

    (iv)       computing
and certifying the amount and the kind of benefits to which any Participant may
be entitled;

     

    
      
         


      

      
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    (v)        establishing
procedures, correcting defects, supplying information, and reconciling
inconsistencies in any manner and to whatever extent is deemed necessary or
advisable to carry out the purpose of this Plan;

     

    (vi)       authorizing
and directing payments under the Plan;

     

    (vii)      determining
all questions arising in connection with the administration, interpretation and
application of the Plan;

     

    (viii)     maintaining
all necessary records for the administration of the Plan;

     

    (ix)        making
and publishing rules and regulations that are consistent with the terms hereof,
including administrative rules with respect to payments from Participant
Accounts;

     

    (x)         determining
the short and long-term liquidity needs of the Plan; and

     

    (xi)        assisting
any Participant regarding his rights, benefits, or elections available under the
Plan.

     

    (b)           Limitation of
Liability.  The Administrator shall be entitled to, in good
faith, rely or act upon any report or other information furnished to it by any
officer or other employee of the Company or any Subsidiary or affiliated entity,
the Company’s independent certified public accountants, or any executive
compensation consultant, legal counsel, or other professional retained by the
Company to assist in the administration of the Plan.  To the maximum
extent permitted by law, no individual or member of any committee appointed as
Administrator and no person to whom ministerial duties have been delegated shall
be liable to any person for any action taken or omitted in connection with the
interpretation and administration of the Plan.  The Company agrees to
indemnify and hold harmless each person who serves as the Administrator or as a
member of any committee acting as Administrator to the fullest extent permitted
by law for all acts done in good faith and without gross negligence, including
defense of all litigation, including legal fees.

     

    
      	
              12.

            	
              Amendment
      and Termination of the Plan.

            


    

     

    (a)           Amendment.  The
Company, or its delegee, may at any time make such modifications of the Plan as
it shall deem advisable.  All such amendments shall be in
writing.  Except for amendments which the Company reasonably believes
necessary or appropriate to avoid adverse tax consequences to Participants,
including amendments designed to avoid the penalties and interest imposed by
Section 409A of the Code, no amendment of the Plan may adversely affect the
rights of a Participant with an Account balance under the Plan without the
consent of the Participant.

     

    (b)           Termination.  Notwithstanding
anything in the Plan to the contrary, subject to the terms of Section 409A of
the Code, the Company may suspend, freeze or terminate the Plan at any time in
its sole discretion by written action of the Company or its
delegee.


    
      
         


      

      
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              13.

            	
              General
      Provisions.

            


    

     

    (a)           Issuance of Shares of Common
Stock under the Stock Plan.  All shares of Company Stock
issuable under the Plan shall be issued under the Stock Plan as Stock Grants, as
such term is defined in the Stock Plan.

     

    (b)           Nontransferability.  The
right to receive the shares of Company Stock and cash deferred hereunder,
amounts of cash dividends, and interest thereon, if any, described in this Plan
shall not be transferable, except by will or the laws of descent and
distribution.

     

    (c)           Unfunded Status of Plan and
Accounts.  Nothing contained in this Plan shall be deemed to
create a trust of any kind or create any fiduciary relationship between any
Participant and the Company.  All Account balances and all funds
payable in respect of cash, dividends on shares of Company Stock, and interest
thereon, if any, under this Plan shall continue for all purposes to be a part of
the general funds of the Company and shall not be specifically set aside or
otherwise segregated.  The obligation of the Company to issue and
deliver shares of Company Stock under this Plan shall be a general unfunded
contractual obligation of the Company.  To the extent that a
Participant acquires a right to receive payments from the Company and shares of
Company Stock from the Company under the Plan, such rights shall be no greater
than the rights of any unsecured general creditor of the Company and such rights
shall be an unsecured claim against the general assets of the
Company.

     

    (d)           Effective
Date.  This Plan shall be effective as of May 1, 2010, and
shall apply to all Non-Employee Directors who provide services to the Company on
or after May 1, 2010, or who, as of May 1, 2010, have any balance standing to
their credit in a Director Compensation deferred compensation account under the
Stock Plan.

     

    (e)           Code Section
409A.  All payments of Director Compensation under this Plan,
whether or not deferred hereunder, are intended to be exempt from, or to comply
with, the provisions of Section 409A of the Code, and the Plan shall be
administered and interpreted in accordance with such intention.  For
purposes of Code Section 409A, each installment payment made pursuant to a
Participant’s election under Sections 4, 5 or 7 shall be deemed a separate
payment, as described in Treas. Reg. Section 1.409A-2(b)(2).

     

    (f)           Receipt and
Release.  Payments (in any form) to any Participant or
Beneficiary in accordance with the provisions of the Plan shall be in full
satisfaction of all claims for the compensation deferred and relating to the
Participant’s Account against the Company, all of its affiliates, their
respective boards of directors, officers, employees, and the Administrator, and
the Administrator may require such Participant or Beneficiary, as a condition to
such payments, to execute a receipt and release to such effect.

     

    (g)           Compliance.  A
Participant in the Plan shall have no right to receive payment (in any form)
with respect to his Account until legal and contractual obligations of the
Company relating to establishment and maintenance of the Plan and the making of
such payments shall have been complied with in full.  In addition, the
Company shall impose such restrictions on any interest constituting a security
as it may deem advisable in order to comply with the Securities Act of 1933, as
amended, the requirements of NASDAQ or any applicable stock exchange or
automated quotation system, any state securities laws applicable to such a
transfer, any provision of the Company’s Certificate of Incorporation or
By-laws, as amended, or any other law, regulation, or binding contract to which
the Company is a party.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    (h)          Expenses and
Receipts.  The expenses of the Plan shall be paid by the
Company.

     

    (i)           Governing
Law.  Except to the extent preempted by any applicable federal
law, the Plan shall be construed, administered and enforced in accordance with
the laws of the State of New Jersey without reference to its principles of
conflict law.

     

    (j)           Tax
Withholding.  The Company shall have the right to deduct from
amounts otherwise payable in settlement of a Participant’s Account under the
Plan any sums that federal, state, local, social security or foreign tax law
requires to be withheld with respect to such payment.

     

    (k)           Limitation.  A
Participant and his Beneficiary shall assume all risk in connection with any
decrease in value of the Participant’s Account, and neither the Company nor the
Administrator shall be liable or responsible therefor.

     

    (l)           Gender and
Number.  Where the context admits, words in the masculine
gender shall include the feminine and the neuter genders, the singular shall
include the plural, and the plural shall include the singular.

     

    (m)          Severability.  In
the event that any provision of the Plan shall be declared illegal or invalid
for any reason, such illegality or invalidity shall not affect the remaining
provisions of the Plan but shall be fully severable, and the Plan shall be
construed and enforced as if such illegal or invalid provision had never been a
part of the Plan.

     

    (n)           Required Notification to
Administrator.  Each Participant or his Beneficiary entitled to
payments hereunder shall file with the Administrator from time to time in
writing his post office address and each change of post office
address.  Any check representing payment hereunder and any
communication addressed to a Participant or his Beneficiary at the last address
filed with the Administrator, or, if no such address has been filed, then at his
last address as indicated on the records of the Company, shall be binding on
such person for all purposes of the Plan.

     

    (o)           Facility of
Payment.  Whenever and as often as any person entitled to
payments hereunder shall be under a legal disability, or in the sole judgment of
the Administrator shall otherwise be unable to apply such payments to his own
best interest and advantage, the Administrator, in the exercise of its
discretion, may, but is not required to, direct all or any portion of such
payments to be made in any one or more of the following ways:

     

    
      	
               
      

            	
              (i)

            	
              directly
      to such person;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              to
      his legal curator, guardian, or conservator, or other court-appointed or
      court-recognized representatives;
or

            


    

     

    
      
         


      

      
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              (iii)

            	
              to
      his spouse, to another member of his family, or to any other person, to be
      expended for his benefit.

            


    

     

    (p)          Notices and Other
Communications.  Except as determined by the Administrator with
respect to elections, any notice or other communication to be provided under any
provision of the Plan shall be in writing and shall be personally delivered,
sent by overnight courier, sent by facsimile transmission, or mailed by first
class, registered or certified mail, postage prepaid, return receipt
requested.  Any such notice shall be deemed to have been duly given if
personally delivered when delivered, if mailed five days after mailing, if sent
by facsimile when confirmed, and if sent by overnight courier one business day
after delivery to such courier.  All notices to be given to the
Company or to the Administrator shall be addressed to the Company or
Administrator at the Company’s principal office in care of the Company’s
Corporate Secretary, or at such other address(es) as the Company or the
Administrator may designate by like notice.  All notices to be given
to a Participant (or a Beneficiary) shall be addressed to the Participant at the
most recent address filed by the Participant with the Administrator, or, if no
such address has been filed, then at his last address as indicated on the
records of the Company.

     

    IN
WITNESS WHEREOF, this Selective Insurance Group, Inc. Non-Employee Directors’
Deferred Compensation Plan has been duly executed on this 23rd day of February,
2010.

     

    
      
        
          	
                  SELECTIVE
      INSURANCE GROUP, INC.

                
	 
      	 
      
	
                  By:

                	
                   

                
	
                  Name:  Robyn
      P. Turner

                
	
                  Title:  Corporate
      Secretary

                


        

      

    

     

    
      
         


      

      
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