Exhibit 4.2



 


	 
	 
	 
	DEPOSIT AGREEMENT


  


among


 


Selective Insurance Group, Inc.,


 


Equiniti Trust Company,





as Depositary, Registrar and
Transfer Agent 


and


 


The Holders From Time to Time of

the Depositary Receipts Described Herein


 


	Dated as of December 9, 2020
	 
	 
	 



 






     


     


    

 


	TABLE OF CONTENTS	 
	 	 
	ARTICLE I	 
	DEFINED TERMS	1
	 	 	 
	Section 1.1.	Definitions	1
	 	 	 
	ARTICLE II	 
	FORM OF RECEIPTS, DEPOSIT OF PREFERRED STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS	3
	 	 	 
	Section 2.1.	Form and Transfer of Receipts	3
	Section 2.2.	Deposit of Preferred Stock; Execution and Delivery of Receipts in Respect Thereof	5
	Section 2.3.	Registration of Transfer of Receipts	5
	Section 2.4.	Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Preferred Stock	6
	Section 2.5.	Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts	7
	Section 2.6.	Lost Receipts, etc.	8
	Section 2.7.	Cancellation and Destruction of Surrendered Receipts	8
	Section 2.8.	Redemption of Preferred Stock	8
	Section 2.9.	Receipt of Funds	10
	Section 2.10.	Receipts Issuable in Global Registered Form	10
	Section 2.11.	Appointment of Depositary	11
	 	 	 
	ARTICLE III	 
	CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION	11
	 	 	 
	Section 3.1.	Filing Proofs, Certificates and Other Information	11
	Section 3.2.	Payment of Taxes or Other Governmental Charges	12
	Section 3.3.	Warranty as to Preferred Stock; Opinion	12
	Section 3.4.	Warranty as to Receipts	12
	 	 	 
	ARTICLE IV	 
	THE DEPOSITED SECURITIES; NOTICES	13
	 	 	 
	Section 4.1.	Cash Distributions	13
	Section 4.2.	Distributions Other than Cash, Rights, Preferences or Privileges	13
	Section 4.3.	Subscription Rights, Preferences or Privileges	14
	Section 4.4.	Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts	15
	Section 4.5.	Voting Rights	15
	Section 4.6.	Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc.	16



 






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	Section 4.7.	Delivery of Reports	16
	Section 4.8.	Lists of Receipt Holders	17
	 	 	 
	ARTICLE V	 
	THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE CORPORATION	17
	 	 	 
	Section 5.1.	Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar	17
	Section 5.2.	Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Corporation	18
	Section 5.3.	Obligations of the Depositary, the Depositary’s Agents and the Registrar	18
	Section 5.4.	Resignation and Removal of the Depositary; Appointment of Successor Depositary	23
	Section 5.5.	Corporate Notices and Reports	24
	Section 5.6.	Indemnification by the Corporation	24
	Section 5.7.	Fees, Charges and Expenses	24
	Section 5.8.	Withholding	25
	 	 	 
	ARTICLE VI	 
	AMENDMENT AND TERMINATION	25
	 	 	 
	Section 6.1.	Amendment	25
	Section 6.2.	Termination	26
	 	 	 
	ARTICLE VII	 
	MISCELLANEOUS	26
	 	 	 
	Section 7.1.	Counterparts	26
	Section 7.2.	Exclusive Benefit of Parties	27
	Section 7.3.	Invalidity of Provisions	27
	Section 7.4.	Notices	27
	Section 7.5.	Depositary’s Agents	28
	Section 7.6.	[Reserved]	28
	Section 7.7.	Holders of Receipts Are Parties	28
	Section 7.8.	Governing Law	28
	Section 7.9.	Inspection of Agreement	29
	Section 7.10.	Headings	29
	Section 7.11.	Further Assurances	29
	Section 7.12.	Confidentiality	29
	 	 	 
	EXHIBIT A	 	 
	 	[FORM OF DEPOSITARY RECEIPT]	A-1


 






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THIS DEPOSIT AGREEMENT,
dated December 9, 2020, among Selective Insurance Group, Inc., a New Jersey corporation (the “Corporation”),
Equiniti Trust Company, a limited trust company organized under the laws of the State of New York, (“EQ”) as
Depositary (as defined below), as Registrar (as defined below) and Transfer Agent (as defined below), and the Holders from time
to time of the Receipts (as defined below).


 


WHEREAS, it is desired
to provide, as hereinafter set forth in this Agreement (as defined below), for the deposit of 8,000,000 shares of 4.60% Non-Cumulative
Preferred Stock, Series B, without par value, $25,000 liquidation preference per share (the “Preferred Stock”),
of the Corporation from time to time with the Depositary for the purposes set forth in this Agreement and for the issuance hereunder
of Receipts evidencing Depositary Shares (as defined below) in respect of the Preferred Stock so deposited; and


 


WHEREAS, the Receipts
are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and omissions,
as hereinafter provided in this Agreement.


 


NOW, THEREFORE, in consideration
of the premises, the parties hereto agree as follows:


 


ARTICLE I

DEFINED TERMS


 


Section 1.1.     Definitions.


 


The following definitions
shall for all purposes, unless otherwise indicated, apply to the respective terms used in this Agreement:


 


“Agreement”
shall mean this Deposit Agreement, as amended or supplemented from time to time in accordance with the terms hereof.


 


“Certificate
of Amendment” shall mean the relevant Certificate of Amendment with respect to the Preferred Stock filed with the Secretary
of State of the State of New Jersey establishing the Preferred Stock as a series of preferred stock of the Corporation.


 


“Certificate
of Incorporation” shall mean the Amended and Restated Certificate of Incorporation of the Corporation, including
any certificates of designations, and as restated or amended from time to time.


 


“Corporation”
shall have the meaning ascribed thereto in the recitals.


 


“Depositary”
shall mean EQ and any successor as Depositary hereunder.


 


“Depositary
Shares” shall mean the depositary shares, each representing a 1/1,000th interest in one share of the Preferred
Stock, evidenced by a Receipt.


 






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“Depositary’s
Agent” shall mean an agent appointed by the Depositary pursuant to Section 7.5.


 


“Depositary’s
Office” shall mean the principal office of the Depositary designated for the purposes contemplated in this Agreement,
which is currently located at 275 Madison Avenue, 34th Floor, New York, NY 10016.


 


“DTC”
shall mean The Depository Trust Company.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.


 


“Exchange Event”
shall mean with respect to any Global Registered Receipt:


 


(1)   (A) the
Global Receipt Depository which is the Holder of such Global Registered Receipt or Receipts notifies the Corporation that it is
no longer willing or able to properly discharge its responsibilities under any Letter of Representations or that it is no longer
eligible or in good standing under the Exchange Act, and (B) the Corporation has not appointed a qualified successor Global
Receipt Depository within 90 calendar days after the Corporation received such notice, or


 


(2)   the
Corporation in its sole discretion notifies the Depositary in writing that the Receipts or portion thereof issued or issuable
in the form of one or more Global Registered Receipts shall no longer be represented by such Global Receipt or Receipts.


 


“Funds”
shall have the meaning set forth in Section 2.9.


 


“Global Receipt
Depository” shall mean, with respect to any Receipt issued hereunder, DTC or such other entity designated as Global Receipt
Depository by the Corporation in or pursuant to this Agreement, which entity must be, to the extent required by any applicable
law or regulation, a clearing agency registered under the Exchange Act.


 


“Global Registered
Receipts” shall mean a global registered Receipt, in definitive or book-entry form, registered in the name of a nominee
of DTC.


 


“Letter of Representations”
shall mean any applicable agreement among the Corporation, the Depositary and a Global Receipt Depository with respect to such
Global Receipt Depository’s rights and obligations with respect to any Global Registered Receipts, as the same may be amended,
supplemented, restated or otherwise modified from time to time and any successor agreement thereto.


 






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“Moody’s”
shall have the meaning set forth in Section 2.9.


 


“Person”
shall mean any individual, partnership, joint venture, limited liability company, firm, corporation, unincorporated association
or organization, trust or other entity, and shall include any successor (by merger or otherwise) of any such Person.


 


“Preferred Stock”
shall have the meaning ascribed thereto in the recitals.


 


“Receipt”
shall mean one of the depositary receipts issued hereunder, substantially in the form set forth as Exhibit A hereto,
whether in definitive or temporary form, and evidencing the number of Depositary Shares with respect to the Preferred Stock held
of record by the Record Holder of such Depositary Shares.


 


“Record Holder”
or “Holder” as applied to a Receipt shall mean the Person in whose name such Receipt is registered on the books
of the Depositary maintained for such purpose.


 


“Redemption
Date” shall have the meaning set forth in Section 2.8.


 


“Redemption
Price” shall have the meaning set forth in Section 2.8.


 


“Registrar”
shall mean EQ or such other successor bank or trust company which shall be appointed by the Corporation to register ownership and
transfers of Receipts as herein provided; and if a successor Registrar shall be so appointed, references herein to “the
books” of or maintained by EQ shall be deemed, as applicable, to refer as well to the register maintained by such Registrar
for such purpose.


 


“S&P”
shall have the meaning set forth in Section 2.9.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Signature Guarantee”
shall have the meaning set forth in Section 2.3.


 


“Transfer Agent”
shall mean EQ or such other successor bank or trust company which shall be appointed by the Corporation to transfer the Receipts
or the deposited Preferred Stock, as the case may be, as herein provided.


 


ARTICLE II

FORM OF RECEIPTS, DEPOSIT OF PREFERRED STOCK, EXECUTION AND DELIVERY, 

TRANSFER,
SURRENDER AND REDEMPTION OF RECEIPTS


 


Section 2.1.     Form and
Transfer of Receipts.


 


The definitive Receipts
shall be substantially in the form set forth in Exhibit A annexed to this Agreement, with appropriate insertions, modifications
and omissions, as hereinafter provided (but which do not affect the rights, duties, liabilities or responsibilities of the Depositary).
Pending the preparation of definitive Receipts, the Depositary, upon the written order of the Corporation, delivered in compliance
with Section 2.2, shall execute and deliver temporary Receipts which may be printed, lithographed, typewritten or otherwise
substantially of the tenor of the definitive Receipts in lieu of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the Persons executing such Receipts may determine, as evidenced by their execution of such
Receipts. If temporary Receipts are issued, the Corporation and the Depositary will cause definitive Receipts to be prepared without
unreasonable delay. After the preparation of definitive Receipts, the temporary Receipts shall be exchangeable for definitive Receipts
upon surrender of the temporary Receipts at an office described in the penultimate paragraph of Section 2.2, without
charge to the Holder. Upon surrender for cancellation of any one or more temporary Receipts, the Depositary shall execute and deliver
in exchange therefor definitive Receipts representing the same number of Depositary Shares as represented by the surrendered temporary
Receipt or Receipts. Such exchange shall be made at the Corporation’s expense and without any charge therefor. Until so exchanged,
the temporary Receipts shall in all respects be entitled to the same benefits under this Agreement as definitive Receipts.


 






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Receipts shall be executed
by the Depositary by the manual, facsimile or electronic signature of a duly authorized officer of the Depositary. No Receipt shall
be entitled to any benefits under this Agreement or be valid or obligatory for any purpose unless it shall have been executed manually
or by facsimile or electronic signature by a duly authorized officer of the Depositary or, if a Registrar for the Receipts (other
than the Depositary) shall have been appointed, by manual, facsimile or electronic signature of a duly authorized officer of the
Depositary and countersigned by manual, facsimile or electronic signature by a duly authorized officer of such Registrar. The Depositary
shall record on its books each Receipt so signed and delivered as hereinafter provided. Receipts bearing the manual, facsimile
or electronic signature of a duly authorized signatory of the Depositary who was at such time a proper signatory of the Depositary
shall bind the Depositary, notwithstanding that such signatory ceased to hold such office prior to the execution and delivery of
such Receipts by the Registrar or did not hold such office on the date of issuance of such Receipts.


 


Receipts shall be in
denominations of any number of whole Depositary Shares. All Receipts shall be dated the date of their issuance.


 


Receipts may be endorsed
with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this
Agreement (but which do not affect the rights, duties, liabilities or responsibilities of the Depositary) all as may be required
by the Depositary and approved by the Corporation or required to comply with any applicable law or any regulation thereunder or
with the rules and regulations of any securities exchange upon which the Preferred Stock, the Depositary Shares or the Receipts
may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which
any particular Receipts are subject.


 






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Title to Depositary Shares
evidenced by a Receipt which is properly endorsed or accompanied by a properly executed instrument of transfer, shall be transferable
by delivery with the same effect as in the case of a negotiable instrument in accordance with the Depositary’s procedures;
provided, however, that until transfer of any particular Receipt shall be registered on the books of the Depositary
as provided in Section 2.3, the Depositary may, notwithstanding any notice to the contrary, treat the Record Holder
thereof at such time as the absolute owner thereof for the purpose of determining the Person entitled to distributions of dividends
or other distributions or to any notice provided for in this Agreement and for all other purposes.


 


Section 2.2.     Deposit
of Preferred Stock; Execution and Delivery of Receipts in Respect Thereof.


 


Subject to the terms and conditions of this
Agreement, the Corporation may from time to time deposit shares of Preferred Stock under this Agreement by delivering to the Depositary,
including via electronic book-entry, such shares of Preferred Stock to be deposited, properly endorsed or accompanied, if required
by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with
(i) all such certifications as may be required by the Depositary in accordance with the provisions of this Agreement and (ii) a
written order of the Corporation directing the Depositary to execute and deliver to, or upon the written order of, the Person or
Persons stated in such order a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing such
deposited Preferred Stock. The Preferred Stock that is deposited shall be held by the Depositary at the Depositary’s Office.
As Transfer Agent, EQ will reflect changes in the number of shares of deposited Preferred Stock held by it by notation, book-entry
or other appropriate method. The Depositary shall not lend any Preferred Stock deposited hereunder.


 


Upon receipt by the Depositary
of Preferred Stock deposited in accordance with the provisions of this Section 2.2, together with the other documents
required as above specified, and upon recordation of the Preferred Stock on the books of the Corporation (or its duly appointed
transfer agent) in the name of the Depositary or its nominee, the Depositary, subject to the terms and conditions of this Agreement,
shall execute and deliver to or upon the order of the Person or Persons named in the written order delivered to the Depositary
referred to in the first paragraph of this Section 2.2, a Receipt or Receipts evidencing in the aggregate the number
of Depositary Shares representing the Preferred Stock so deposited and registered in such name or names as may be requested by
such Person or Persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary’s Office.


 


Section 2.3.     Registration
of Transfer of Receipts.


 


The Corporation hereby
appoints EQ as the Registrar, Transfer Agent, the redemption agent and disbursing agent in respect of the Receipts and EQ hereby
accepts such appointment, subject to the express terms and conditions of this Agreement and no implied duties or obligations shall
be read into this Agreement against EQ. Subject to the terms and conditions of this Agreement, the Transfer Agent shall register
on its books from time to time transfers of Receipts upon any surrender thereof by the Holder or by such Holder’s duly authorized
attorney, properly endorsed or accompanied by a properly executed instrument of transfer which shall be affixed with the signature
guarantee of a guarantor institution which is a participant in a signature guarantee program approved by the Securities Transfer
Association (a “Signature Guarantee”), and any other reasonable evidence of authority that may be required by
the Transfer Agent, together with evidence of the payment by the applicable party of any transfer taxes or similar charges as may
be required to be paid under applicable law. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same
aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or
Receipts to or upon the order of the Person entitled thereto. With respect to the appointments of EQ as Registrar, Transfer Agent
and disbursing agent in respect of the Receipts and, in its capacities under such appointments, shall be entitled to the same rights,
indemnities, immunities and benefits as it receives in its capacity as the Depositary hereunder as if explicitly named in such
capacities in each such provisions.


 






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The Depositary shall
not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days
prior to any selection of Depositary Shares and Preferred Stock to be redeemed and ending at the close of business on the day of
the mailing of notice of redemption, or (b) to transfer or exchange for another Receipt any Receipt called or being called
for redemption in whole or in part except as provided in Section 2.8.


 


Section 2.4.     Split-ups
and Combinations of Receipts; Surrender of Receipts and Withdrawal of Preferred Stock.


 


Upon surrender of a Receipt
or Receipts at the Depositary’s Office for the purpose of effecting a split-up or combination of such Receipt or Receipts,
and subject to the terms and conditions of this Agreement, the Depositary shall execute a new Receipt or Receipts in the authorized
denomination or denominations requested, evidencing the aggregate number of Depositary Shares evidenced by the Receipt or Receipts
surrendered, and shall deliver such new Receipt or Receipts to or upon the order of the Holder of the Receipt or Receipts so surrendered.


 


Any Holder of a Receipt
or Receipts may withdraw the number of whole shares of Preferred Stock and all money and other property, if any, represented thereby
by surrendering such Receipt or Receipts at the Depositary’s Office. Thereafter, as soon as practicable, the Depositary shall
deliver to such Holder, or to the Person or Persons designated by such Holder as hereinafter provided, the number of whole shares
of Preferred Stock and all money and other property, if any, represented by the Receipt or Receipts so surrendered for withdrawal,
but Holders of such whole shares of Preferred Stock will not thereafter be entitled to deposit such Preferred Stock hereunder or
to receive a Receipt evidencing Depositary Shares therefor. If a Receipt delivered by the Holder to the Depositary in connection
with such withdrawal shall evidence a number of Depositary Shares in excess of the number of Depositary Shares representing the
number of whole shares of Preferred Stock, the Depositary shall at the same time, in addition to such number of whole shares of
Preferred Stock and such money and other property, if any, to be so withdrawn, deliver to such Holder, or subject to Section 2.3
upon his order, a new Receipt evidencing such excess number of Depositary Shares.


 






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In no event will fractional
shares of Preferred Stock (or any cash payment in lieu thereof) be delivered by the Depositary. Delivery of the Preferred Stock
and money and other property, if any, being withdrawn may be made by the delivery of such certificates, documents of title and
other instruments as the Depositary may deem appropriate, which, if required by the Depositary, shall be properly endorsed or accompanied
by proper instruments of transfer including, but not limited to, a Signature Guarantee.


 


If the Preferred Stock
and the money and other property, if any, being withdrawn are to be delivered to a Person or Persons other than the Record Holder
of the related Receipt or Receipts being surrendered for withdrawal of such Preferred Stock, such Holder shall execute and deliver
to the Depositary a written order so directing the Depositary and the Depositary may require that the Receipt or Receipts surrendered
by such Holder for withdrawal of such shares of Preferred Stock be properly endorsed in blank or accompanied by a properly executed
instrument of transfer in blank.


 


Delivery of the Preferred
Stock and the money and other property, if any, represented by Receipts surrendered for withdrawal shall be made by the Depositary
at the Depositary’s Office, except that, at the request, risk and expense of the Holder surrendering such Receipt or Receipts
and for the account of the Holder thereof, such delivery may be made at such other place as may be designated by such Holder.


 


Section 2.5.     Limitations
on Execution and Delivery, Transfer, Surrender and Exchange of Receipts.


 


As a condition precedent
to the execution and delivery, registration and registration of transfer, split-up, combination, surrender or exchange of any Receipt,
the Depositary, any of the Depositary’s Agents or the Corporation may require payment to it of a sum sufficient for the payment
(or, in the event that the Depositary or the Corporation shall have made such payment, the reimbursement to it) of any charges
or expenses payable by the Holder of a Receipt pursuant to Section 5.7, may require the production of evidence satisfactory
to it as to the identity and genuineness of any signature, including a Signature Guarantee, and any other reasonable evidence of
authority that may be required by the Depositary, and may also require compliance with such regulations, if any, as the Depositary
or the Corporation may establish consistent with the provisions of this Agreement and/or applicable law.


 


The deposit of the Preferred
Stock may be refused, the delivery of Receipts against Preferred Stock may be suspended, the registration of transfer of Receipts
may be refused and the registration of transfer, surrender or exchange of outstanding Receipts may be suspended (i) during
any period when the register of stockholders of the Corporation is closed or (ii) if any such action is deemed necessary or
advisable by the Depositary, any of the Depositary’s Agents or the Corporation at any time or from time to time because of
any requirement of law or of any government or governmental body or commission or under any provision of this Agreement.


 






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Section 2.6.     Lost
Receipts, etc.


 


In case any Receipt shall
be mutilated, destroyed, lost or stolen, the Depositary in its discretion may execute and deliver a Receipt of like form and tenor
in exchange and substitution for such mutilated Receipt upon cancellation thereof, or in lieu of and in substitution for such destroyed,
lost or stolen Receipt, upon (i) the filing by the Holder thereof with the Depositary of evidence satisfactory to the Depositary
of such destruction or loss or theft of such Receipt, of the authenticity thereof and of such Holder’s ownership thereof,
(ii) the Holder thereof furnishing the Depositary with an affidavit and an indemnity or bond satisfactory to the Depositary,
and (iii) the payment of any reasonable expense in connection with such execution and delivery. Applicants for such substitute
Receipts shall also comply with such other regulations and pay such other reasonable charges as the Depositary may prescribe and
as required by Section 8-405 of the Uniform Commercial Code.


 


Section 2.7.     Cancellation
and Destruction of Surrendered Receipts.


 


All Receipts surrendered
to the Depositary or any Depositary’s Agent shall be cancelled by the Depositary. Except as prohibited by applicable law
or regulation, the Depositary is authorized and directed to destroy all Receipts so cancelled.


 


Section 2.8.     Redemption
of Preferred Stock.


 


Whenever the Corporation
shall be permitted and shall elect to redeem shares of Preferred Stock in accordance with the terms of the Certificate of Amendment,
it shall give or cause to be given to the Depositary, not less than 25 days and not more than 90 days prior to the Redemption Date
(as defined below), notice of the date of such proposed redemption of Preferred Stock and of the number of such shares held by
the Depositary to be so redeemed and the applicable redemption price (the “Redemption Price”) as set forth in
the Certificate of Amendment, and the place or places where the certificates evidencing such shares, if any, are to be surrendered
for payment of the Redemption Price which notice shall be accompanied by a certificate from the Corporation stating that such redemption
of Preferred Stock is in accordance with the provisions of the Certificate of Amendment. On the date of such redemption, provided,
that the Corporation shall then have paid or caused to be paid in full to EQ the Redemption Price of the Preferred Stock to be
redeemed, plus an amount equal to any declared but unpaid dividends and the portion of the quarterly dividend per share of Preferred
Stock attributable to the then-current dividend period that has not been declared and paid to, but excluding, the redemption date,
in accordance with the provisions of the Certificate of Amendment, the Depositary shall redeem the number of Depositary Shares
representing such Preferred Stock. The Depositary shall mail notice of the Corporation’s redemption of Preferred Stock and
the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Stock to be redeemed by first-class
mail, postage prepaid (or another reasonably acceptable transmission method), not less than 10 days and not more than 60 days prior
to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “Redemption Date”) (provided,
that, the Depositary receives notice from the Corporation sufficiently in advance of the Redemption Date) to the Record Holders
of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records
of the Depositary; but neither failure to mail or transmit any such notice of redemption of Depositary Shares to one or more such
Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency
of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state:
(i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares
held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the
Redemption Price or the manner of its calculation; (iv) the place or places where Receipts evidencing such Depositary Shares
are to be surrendered for payment of the Redemption Price; and (v) that dividends in respect of the Preferred Stock represented
by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary
Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata, by lot or by such
other method in accordance with the procedures of DTC.


 






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Notice having been mailed
or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to
provide the funds necessary to redeem the Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends
on the shares of Preferred Stock so called for redemption shall cease to accrue from and after such date, (ii) the Depositary
Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts
evidencing such Depositary Shares (except the right to receive the Redemption Price) shall, to the extent of such Depositary Shares,
cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such
Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall
so require), such Depositary Shares shall be redeemed by the Depositary at a Redemption Price per Depositary Share equal to 1/1,000th
of the Redemption Price per share of Preferred Stock so redeemed plus all money and other property, if any, represented by such
Depositary Shares, including all amounts paid by the Corporation in respect of dividends in accordance with the provisions of the
Certificate of Amendment.


 


If fewer than all of
the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt
upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced
by such prior Receipt and not called for redemption.


 






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Section 2.9.       Receipt
of Funds.


 


All funds received by
EQ under this Agreement that are to be distributed or applied by EQ in the performance of the services hereunder (the “Funds”)
shall be held by EQ as agent for the Corporation and deposited in one or more bank accounts to be maintained by EQ in its name
as agent for the Corporation. Until paid pursuant to this Agreement, EQ may hold the Funds through such accounts in demand deposit
accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P
(LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each
as reported by Bloomberg Finance L.P.). EQ shall have no responsibility or liability for any diminution of the Funds that may result
from any deposit made by EQ in accordance with this paragraph, including any losses resulting from a default by any bank, financial
institution or other third party. EQ may from time to time receive interest, dividends or other earnings in connection with such
deposits or investments. EQ shall not be obligated to pay such interest, dividends or earnings to the Corporation, any Holder or
any other Person.


 


Section 2.10.     Receipts
Issuable in Global Registered Form.


 


If the Corporation shall
determine in a writing delivered to the Depositary that the Receipts are to be issued in whole or in part in the form of one or
more Global Registered Receipts, then the Depositary shall, in accordance with the other provisions of this Agreement, execute
and deliver one or more Global Registered Receipts evidencing such Receipts, which (i) shall represent, and shall be denominated
in the aggregate number of Depositary Shares to be represented by such Global Registered Receipt or Receipts, and (ii) shall
be registered in the name of the Global Receipt Depository therefor or its nominee.


 


Notwithstanding any other
provision of this Agreement to the contrary, unless otherwise provided in the Global Registered Receipt, a Global Registered Receipt
may only be transferred in whole and only by the applicable Global Receipt Depository for such Global Registered Receipt to a nominee
of such Global Receipt Depository, or by a nominee of such Global Receipt Depository to such Global Receipt Depository or another
nominee of such Global Receipt Depository, or by such Global Receipt Depository or any such nominee to a successor Global Receipt
Depository for such Global Registered Receipt selected or approved by the Corporation or to a nominee of such successor Global
Receipt Depository. Except as provided herein, owners solely of beneficial interests in a Global Registered Receipt shall not be
entitled to receive physical delivery of the Receipts represented by such Global Registered Receipt. Neither any such beneficial
owner nor any direct or indirect participant of a Global Receipt Depository shall have any rights or obligations under this Agreement
with respect to any Global Registered Receipt held on their behalf by a Global Receipt Depository, and such Global Receipt Depository
may be treated by the Corporation, the Depositary and any director, officer, employee or agent of the Corporation or the Depositary
as the holder of such Global Registered Receipt for all purposes whatsoever. Unless and until definitive Receipts are delivered
to the owners of the beneficial interests in a Global Registered Receipt, (1) the applicable Global Receipt Depository will
make book-entry transfers among its participants and receive and transmit all payments and distributions in respect of the Global
Registered Receipts to such participants, in each case, in accordance with its applicable procedures and arrangements, and (2) whenever
any notice, payment or other communication to the holders of Global Registered Receipts is required under this Agreement, the Corporation
and the Depositary shall give all such notices, payments and communications specified herein to be given to such holders to the
applicable Global Receipt Depository.


 






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If an Exchange Event
has occurred with respect to any Global Registered Receipt, then, in any such event, the Depositary, upon receipt of a written
order from the Corporation for the execution and delivery of individual definitive registered Receipts in exchange for such Global
Registered Receipt, shall execute and deliver individual definitive registered Receipts, in authorized denominations and of like
tenor and terms in an aggregate number equal to the beneficial interests represented by such Global Registered Receipt in exchange
for such Global Registered Receipt.


 


Definitive registered
Receipts issued in exchange for a Global Registered Receipt pursuant to this Section 2.10 shall be registered in such
names and in such authorized denominations as the Global Receipt Depository for such Global Registered Receipt, pursuant to instructions
from its participants, shall instruct the Depositary in writing. The Depositary shall deliver such Receipts to the Persons in whose
names such Receipts are so registered.


 


Notwithstanding anything
to the contrary in this Agreement, should the Corporation determine that the Receipts should be issued as a Global Registered Receipt,
the parties hereto shall comply with the terms of any Letter of Representations.


 


Section 2.11.     Appointment
of Depositary.


 


The Corporation hereby
appoints the Depositary as depositary for the Preferred Stock, and the Depositary hereby accepts such appointment, on the express
terms and conditions set forth in this Agreement, and no implied duties or obligations shall be read into this Agreement against
the Depositary.


 


ARTICLE III

CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION


 


Section 3.1.       Filing
Proofs, Certificates and Other Information.


 


Any Holder of a Receipt
may be required from time to time to file such proof of residence, or other matters or other information, to execute such certificates
and to make such representations and warranties as the Depositary or the Corporation may reasonably deem necessary or proper. The
Depositary or the Corporation may withhold the delivery, or delay the registration of transfer or redemption, of any Receipt or
the withdrawal of the Preferred Stock represented by the Depositary Shares and evidenced by a Receipt or the distribution of any
dividend or other distribution or the sale of any rights or of the proceeds thereof until such proof or other information is filed
or such certificates are executed or such representations and warranties are made.


 






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Section 3.2.       Payment
of Taxes or Other Governmental Charges.


 


Holders of Receipts shall
be obligated to make payments to the Depositary of certain taxes, charges and expenses, as provided in Section 5.7,
or provide evidence satisfactory to the Depositary that such taxes, charges and expenses have been paid. Registration of transfer
of any Receipt or any withdrawal of Preferred Stock and all money or other property, if any, represented by the Depositary Shares
evidenced by such Receipt may be refused until any such payment due is made, and any dividends, interest payments or other distributions
may be withheld or any part of or all the Preferred Stock or other property represented by the Depositary Shares evidenced by such
Receipt and not theretofore sold may be sold for the account of the Holder thereof (after attempting to notify such Holder in accordance
with Section 7.4 prior to such sale), and such dividends, interest payments or other distributions or the proceeds
of any such sale may be applied to any payment of such charges or expenses, the Holder of such Receipt remaining liable for any
deficiency.


 


Section 3.3.       Warranty
as to Preferred Stock; Opinion


 


The Corporation hereby
represents and warrants that the Preferred Stock, when issued, will be duly authorized, validly issued, fully paid and nonassessable.
Such representation and warranty shall survive the deposit of the Preferred Stock and the issuance of the related Receipts. The
Depositary shall be permitted to rely on applicable opinions of counsel delivered to the underwriters pursuant to Section 5(b)(i) of
the underwriting agreement dated December 2, 2020 between the Corporation and the representatives of the underwriters named
therein relating to the sale of the Depositary Shares to the public.


 


Section 3.4.       Warranty
as to Receipts.


 


The Corporation hereby
represents and warrants that the Receipts, when issued, will represent legal and valid interests in the Preferred Stock. Such representation
and warranty shall survive the deposit of the Preferred Stock and the issuance of the Receipts.


 






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ARTICLE IV

THE DEPOSITED SECURITIES; NOTICES


 


Section 4.1.       Cash
Distributions.


 


Whenever the Depositary
shall receive any cash dividend or other cash distribution on the Preferred Stock, the Depositary shall, at the written direction
of the Corporation, subject to Sections 3.1 and 3.2, distribute to Record Holders of Receipts on the record date
fixed pursuant to Section 4.4 such amounts of such dividend or distribution as are, as nearly as practicable, in proportion
to the respective numbers of Depositary Shares evidenced by the Receipts held by such Holders; provided, however,
that in case the Corporation or the Depositary shall be required to withhold and shall withhold from any cash dividend or other
cash distribution in respect of the Preferred Stock an amount on account of taxes, the amount made available for distribution or
distributed in respect of Depositary Shares shall be reduced accordingly. The Depositary shall distribute or make available for
distribution, as the case may be, only such amount, however, as can be distributed without attributing to any Holder of Receipts
a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to registered
Holders entitled thereto and any balance not so distributable shall be held by the Depositary (without liability for interest thereon)
and shall be added to and be treated as part of the next succeeding distribution to Record Holders of such Receipts. Each Holder
of a Receipt shall provide the Depositary with a properly completed Form W-8 or W-9 (which form shall set forth the Holder’s
certified tax identification number if requested on such form), as may be applicable. Each Holder of a Receipt acknowledges that,
in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding
by the Depositary of a portion of any of the distributions to be made hereunder.


 


Section 4.2.       Distributions
Other than Cash, Rights, Preferences or Privileges.


 


Whenever the Depositary
shall receive any distribution other than cash, rights, preferences or privileges upon the Preferred Stock, the Depositary shall,
at the written direction of the Corporation, subject to Sections 3.1 and 3.2, distribute to Record Holders of Receipts
on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are,
as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by such Receipts held by such
Holders, in any manner that the Corporation (in consultation with the Depositary) may deem equitable and practicable for accomplishing
such distribution. If in the opinion of the Corporation (in consultation with the Depositary) such distribution cannot be made
proportionately among such Record Holders, or if for any other reason (including any requirement that the Corporation or the Depositary
withhold an amount on account of taxes) the Corporation deems, after consultation with the Depositary, such distribution not to
be feasible, the Corporation may adopt (and will notify the Depositary of its adoption of) such method as it deems equitable and
practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or
property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject
to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by EQ to Record Holders
of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Corporation shall not make
any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities
or property to the Holders of Receipts unless the Corporation shall have provided an opinion of counsel stating that such securities
or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.
For the avoidance of doubt, the Corporation shall calculate and transmit to the Depositary, and the Depositary shall have no obligation
under this Agreement to calculate the amounts of cashless distributions. The Corporation may consult with the Depositary, provided,
however, that any determination as to such distributions will be the responsibility of the Corporation, and the Depositary
shall have no duty or obligation to investigate or confirm whether the Corporation’s determination is accurate or correct.


 






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Section 4.3.       Subscription
Rights, Preferences or Privileges.


 


If the Corporation shall
at any time offer or cause to be offered to the Persons in whose names the Preferred Stock is recorded on the books of the Corporation
any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of
any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the
Record Holders of Receipts in such manner as the Corporation shall instruct the Depositary in writing, either by the issue to such
Record Holders of warrants representing such rights, preferences or privileges or by such other method as may be approved by the
Corporation in its discretion with written notice to the Depositary; provided, however, that (i) if at the time
of issue or offer of any such rights, preferences or privileges the Corporation determines upon advice of its legal counsel that
it is not lawful or feasible to make such rights, preferences or privileges available to the Holders of Receipts (by the issue
of warrants or otherwise), or (ii) if and to the extent so instructed by Holders of Receipts who do not desire to exercise
such rights, preferences or privileges, then the Corporation, in its discretion (with written notice to the Depositary), in any
case where the Corporation has determined that it is not feasible to make such rights, preferences or privileges available), may,
if applicable laws or the terms of such rights, preferences or privileges permit such transfer, sell such rights, preferences or
privileges at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any
such sale shall, subject to Sections 3.1 and 3.2, be distributed by the Depositary to the Record Holders of Receipts
entitled thereto as provided by Section 4.1 in the case of a distribution received in cash. The Depositary shall not
make any distribution of such rights, preferences or privileges, unless the Corporation shall have provided to the Depositary an
opinion of counsel stating that such rights, preferences or privileges have been registered under the Securities Act or do not
need to be so registered.


 


The Corporation shall
notify the Depositary whether registration under the Securities Act of the securities to which any rights, preferences or privileges
relate is required in order for Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges
relate, and the Corporation agrees with the Depositary that it will file promptly a registration statement pursuant to the Securities
Act with respect to such rights, preferences or privileges and securities and use its best efforts and take all steps available
to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences
or privileges to enable such Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make
available to the Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and
until such registration statement shall have become effective, or the Corporation shall have provided to the Depositary an opinion
of counsel to the effect that the offering and sale of such securities to the Holders are exempt from registration under the provisions
of the Securities Act.


 






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The Corporation shall
notify the Depositary whether any other action under the laws of any jurisdiction or any governmental or administrative authorization,
consent or permit is required in order for such rights, preferences or privileges to be made available to Holders of Receipts,
and the Corporation agrees with the Depositary that the Corporation will use its reasonable best efforts to take such action or
obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges
to enable such Holders to exercise such rights, preferences or privileges.


 


The Depositary will not
be deemed to have any knowledge of any item for which it is supposed to receive notification under any Section of this Agreement
unless and until it has received such notification in writing.


 


Section 4.4.       Notice
of Dividends, etc.; Fixing Record Date for Holders of Receipts.


 


Whenever any cash dividend
or other cash distribution shall become payable or any distribution other than cash shall be made, or if rights, preferences or
privileges shall at any time be offered, with respect to the Preferred Stock, or whenever the Depositary shall receive notice of
any meeting at which holders of the Preferred Stock are entitled to vote or of which holders of the Preferred Stock are entitled
to notice, or whenever the Depositary and the Corporation shall decide it is appropriate, the Depositary shall in each such instance
fix a record date (which shall be the same date as the record date fixed by the Corporation with respect to or otherwise in accordance
with the terms of the Preferred Stock) for the determination of the Holders of Receipts who shall be entitled to receive such dividend,
distribution, rights, preferences or privileges or the net proceeds of the sale thereof, or to give instructions for the exercise
of voting rights at any such meeting, or who shall be entitled to notice of such meeting or for any other appropriate reasons.


 


Section 4.5.       Voting
Rights.


 


Subject to the provisions
of the Certificate of Amendment, upon receipt of notice of any meeting at which the holders of the Preferred Stock are entitled
to vote, the Depositary shall, as soon as practicable thereafter, mail (or otherwise transmit by an authorized method) to the Record
Holders of Receipts a notice prepared by the Corporation which shall contain (i) such information as is contained in such
notice of meeting and (ii) a statement that the Holders may, subject to any applicable restrictions, instruct the Depositary
as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary
Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person
designated by the Corporation) and a brief statement as to the manner in which such instructions may be given. Upon the written
request of the Holders of Receipts on the relevant record date, the Depositary shall, to the extent possible, vote or cause to
be voted, in accordance with the instructions set forth in such requests, the maximum number of whole shares of Preferred Stock
represented by the Depositary Shares evidenced by all Receipts as to which any particular voting instructions are received; provided,
that the Depositary receives such instructions sufficiently in advance of such voting to enable it to so vote or cause such Preferred
Stock to be voted. The Corporation hereby agrees to take all reasonable action which may be deemed necessary by the Depositary
in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific
instructions from the Holder of a Receipt, the Depositary will not vote (but, at its discretion, may appear at any meeting with
respect to such Preferred Stock unless directed to the contrary by the Holders of all the Receipts) to the extent of the Preferred
Stock represented by the Depositary Shares evidenced by such Receipt.


 






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Section 4.6.       Changes
Affecting Deposited Securities and Reclassifications, Recapitalizations, etc.


 


Upon any change in par
or stated value, split-up, combination or any other reclassification of the Preferred Stock, subject to the provisions of the Certificate
of Amendment, or upon any recapitalization, reorganization, merger or consolidation affecting the Corporation or to which it is
a party, the Depositary shall, upon the written instructions of the Corporation setting forth any adjustments, (i) make such
adjustments as are certified by the Corporation in the fraction of an interest represented by one Depositary Share in one share
of Preferred Stock and in the ratio of the Redemption Price per Depositary Share to the Redemption Price per share of Preferred
Stock, in each case as may be necessary fully to reflect the effects of such change in par or stated value, split-up, combination
or other reclassification of the Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat
any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Preferred Stock
as new deposited securities so received in exchange for or upon conversion or in respect of such Preferred Stock. In any such case,
the Depositary may, upon the receipt of written instructions from the Corporation, execute and deliver additional Receipts or may
call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited
securities. Anything to the contrary herein notwithstanding, Holders of Receipts shall have the right from and after the effective
date of any such change in par or stated value, split-up, combination or other reclassification of the Preferred Stock or any such
recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert,
exchange or surrender the Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares
and other securities and property and cash into which the Preferred Stock represented by such Receipts might have been converted
or for which such Preferred Stock might have been exchanged or surrendered immediately prior to the effective date of such transaction.


 


Section 4.7.       Delivery
of Reports.


 


The Depositary shall
furnish to Holders of Receipts any reports and communications received from the Corporation which are received by the Depositary
and which, to the Depositary’s knowledge, the Corporation is required to furnish to the holders of the Preferred Stock.


 






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Section 4.8.       Lists
of Receipt Holders.


 


Reasonably promptly upon
request from time to time by the Corporation, at the sole expense of the Corporation, the Depositary shall furnish to it a list,
as of the most recent practicable date, of the names, addresses and holdings of Depositary Shares of all registered Holders of
Receipts.


 


ARTICLE V

THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE CORPORATION


 


Section 5.1.       Maintenance
of Offices, Agencies and Transfer Books by the Depositary; Registrar.


 


Upon execution of this
Agreement, the Depositary shall maintain at the Depositary’s Office, facilities for the execution and delivery, registration
and registration of transfer, surrender and exchange of Receipts and, at the offices of the Depositary’s Agents, if any,
facilities for the delivery, registration, registration of transfer, surrender and exchange of Receipts, all in accordance with
the provisions of this Agreement.


 


The Registrar shall keep
books at the Depositary’s Office for the registration and registration of transfer of Receipts, which books at all reasonable
times during regular business hours shall be open for inspection by the Record Holders of Receipts; provided, that any such
Holder requesting to exercise such right shall certify to the Registrar that such inspection shall be for a proper purpose reasonably
related to such Person’s interest as an owner of Depositary Shares evidenced by the Receipts.


 


The Registrar may close
such books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder,
or because of any requirement of law or any government, governmental body or commission, stock exchange or any applicable self-regulatory
body.


 


If the Receipts or the
Depositary Shares evidenced thereby or the Preferred Stock represented by such Depositary Shares shall be listed on one or more
national securities exchanges, the Depositary may, with the written approval of the Corporation, appoint a Registrar (acceptable
to the Corporation) for registration of the Receipts or Depositary Shares in accordance with any requirements of such exchange.
Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchange) may be removed and a substitute
registrar appointed by the Depositary upon the request or with the approval of the Corporation. If the Receipts, Depositary Shares
or Preferred Stock are listed on one or more other securities exchanges, the Depositary will, at the request of the Corporation,
arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of the Receipts, Depositary
Shares or Preferred Stock as may be required by law or applicable securities exchange regulations.


 






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Section 5.2.       Prevention
of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Corporation.


 


Neither the Depositary
nor any Depositary’s Agent nor any Registrar nor any Transfer Agent nor the Corporation shall incur any liability to any
Holder of Receipt or any beneficial owner thereof if by reason of any provision of any present or future law, or regulation thereunder,
of the United States of America or of any other governmental authority or, in the case of the Depositary, the Depositary’s
Agent or the Registrar or any Transfer Agent, by reason of any provision, present or future, of the Corporation’s Certificate
of Incorporation, as amended (including the Certificate of Amendment) or by reason of any act of God or war or other circumstance
beyond the control of the relevant party, the Depositary, the Depositary’s Agent, the Registrar, the Transfer Agent or the
Corporation shall be prevented or forbidden from, or subjected to any penalty on account of, doing or performing any act or thing
which the terms of this Agreement provide shall be done or performed; nor shall the Depositary, any Depositary’s Agent, any
Registrar, any Transfer Agent or the Corporation incur liability to any Holder of a Receipt or any beneficial owner thereof (i) by
reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which the terms of this Agreement
shall provide shall or may be done or performed, or (ii) by reason of any exercise of, or failure to exercise, any discretion
provided for in this Agreement except in the event of the gross negligence, willful misconduct or actual fraud (each as determined
by a final non-appealable judgment of a court of competent jurisdiction) of the party charged with such exercise or failure to
exercise.


 


Section 5.3.       Obligations
of the Depositary, the Depositary’s Agents and the Registrar.


 


None of the Depositary,
any Depositary’s Agent, any Registrar or any Transfer Agent assumes any obligation or shall be subject to any liability under
this Agreement to Holders of Receipts or any other Person other than from acts or omissions arising out of conduct constituting
gross negligence, willful misconduct or actual fraud (each as determined by a final non-appealable judgment of a court of competent
jurisdiction). Notwithstanding anything in this Agreement to the contrary, excluding any data breach that affects the Corporation
(including, without limitation, any data breach that affects personal identifying information of a Holder), the Depositary’s
gross negligence, willful misconduct or actual fraud (each as determined by a final, non-appealable judgment of a court of competent
jurisdiction and for which the limits in this sentence shall not apply), the Depositary’s, any Depositary’s Agent,
Registrar’s or Transfer Agent’s aggregate liability under this Agreement with respect to, arising from or arising in
connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract,
tort, or otherwise, is limited to, and shall not exceed, twice the amount of fees paid hereunder by the Corporation to the Depositary
pursuant to this Agreement during the twelve (12) months immediately preceding the event for which recovery from the Depositary
is sought, but not including reimbursable expenses.


 






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Notwithstanding anything
in this Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar nor any Transfer
Agent nor the Corporation shall be liable in any event for special, punitive, incidental, indirect or consequential losses or damages
of any kind whatsoever (including but not limited to lost profits) even if they have been advised of the likelihood of such loss
or damage and regardless of the form of action.


 


The Depositary shall
not have any duty or responsibility in the case of the receipt of any written demand from any holder of Receipts with respect to
any action or default by the Corporation, including, without limiting the generality of the foregoing, any duty or responsibility
to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Corporation.


 


The Depositary shall
not be obligated to expend or risk its own funds or to take any action that it believes would expose or subject it to expense or
liability or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment or indemnity
satisfactory to it.


 


The Depositary shall
act hereunder solely as agent for the Corporation, and its duties shall be determined solely by the express provisions hereof (and
no duties or obligations shall be inferred or implied). The Depositary shall not assume any obligations or relationship of agency
or trust with any of the owners or holders of the Receipt.


 


Neither the Depositary
nor any Depositary’s Agent nor any Registrar nor any Transfer Agent shall be liable for any action or any failure to act
by it in reliance upon the written advice of legal counsel or accountants, or information from any Person presenting Preferred
Stock for deposit, any Holder of a Receipt or any other Person believed by it, in the absence of gross negligence, willful misconduct
or actual fraud (each as determined by a final non-appealable judgment of a court of competent jurisdiction) to be competent to
give such information. The Depositary, any Depositary’s Agent, any Registrar or Transfer Agent may each rely and shall each
be protected in acting upon or omitting to act upon any written notice, request, direction or other document believed by it to
be genuine and to have been signed or presented by the proper party or parties.


 


The Depositary shall
not be responsible for any failure to carry out any instruction to vote any of the shares of Preferred Stock or for the manner
or effect of any such vote made, as long as any such action or non-action is not taken in gross negligence, willful misconduct
or actual fraud (in each case as determined in an final, non-appealable judgment of a court of competent jurisdiction). The Depositary
undertakes, and any Registrar and Transfer Agent shall be required to undertake, to perform such duties and only such duties as
are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against
the Depositary or any Registrar or any Transfer Agent.


 






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The Depositary, the Depositary’s
Agents, and any Registrar or Transfer Agent may own and deal in any class of securities of the Corporation and its affiliates and
in Receipts or, subject to applicable law, become pecuniarily interested in any transaction in which the Corporation may be interested,
or contract with or lend money to the Corporation or otherwise act as fully and freely as though it were not Depositary, the Depositary’s
Agents, the Registrar or Transfer Agent under this Agreement. Nothing herein shall preclude such Persons from acting in any other
capacity for the Corporation or for any other legal entity. The Depositary may also act as transfer agent or registrar of any of
the securities of the Corporation and its affiliates.


 


The Depositary shall
not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement
or of the Receipts, the Depositary Shares or the Preferred Stock, nor shall it be obligated to segregate such monies from other
monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Corporation
and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments.


 


In the event the Depositary,
the Depositary’s Agent, any Registrar or any Transfer Agent believes any ambiguity or uncertainty exists hereunder or in
any notice, instruction, direction, request or other communication, paper or document received by it hereunder, or in the administration
of any of the provisions of this Agreement, the Depositary, the Depositary’s Agent, any Registrar or any Transfer Agent shall
deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action
hereunder, each of the Depositary, the Depositary’s Agent, any Registrar or any Transfer Agent may, in its sole discretion
upon written notice to the Corporation, refrain from taking any action and shall be fully protected and shall not be liable in
any way to the Corporation, any Holders of Receipts or any other Person for refraining from taking such action, unless the Depositary,
the Depositary’s Agent, the Registrar or Transfer Agent, as applicable, receives written instructions or a certificate signed
by the Corporation which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary, the Depositary’s
Agent, any Registrar or any Transfer Agent or which proves or establishes the applicable matter to its satisfaction.


 


In the event the Depositary,
any Depositary’s Agent, any Registrar or any Transfer Agent shall receive conflicting claims, requests or instructions from
any Holders of Receipts, on the one hand, and the Corporation, on the other hand, the Depositary, any Depositary’s Agent,
any Registrar or any Transfer Agent, shall be entitled to act on such claims, requests or instructions received from the Corporation,
and shall be entitled to the indemnification set forth in Section 5.6 hereof in connection with any action so taken.


 






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From time to time, the
Corporation may provide the Depositary, any Depositary’s Agent, any Registrar or any Transfer Agent with instructions concerning
the services performed by the Depositary under this Agreement. In addition, at any time, the Depositary, any Depositary’s
Agent, any Registrar or any Transfer Agent may apply to any officer of the Corporation for instruction, and may consult with legal
counsel for the Depositary or the Corporation with respect to any matter arising in connection with the services to be performed
by the Depositary, Depositary’s Agent, Registrar or Transfer Agent, as applicable, under this Agreement. The Depositary,
Depositary’s Agent, Registrar, Transfer Agent and their respective agents and subcontractors shall not be liable and shall
be indemnified by the Corporation for any action taken or omitted by them in reliance upon any instructions from the Corporation
or upon the advice or opinion of such counsel. None of the Depositary, any Depositary’s Agent, any Registrar or any Transfer
Agent shall be held to have notice of any change of authority of any Person, until receipt of written notice thereof from the Corporation.


 


The Depositary may rely
on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of signature by an “eligible
guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable
 “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing; or (b) any
law, act, regulation or any interpretation of the same then in effect.


 


The Depositary shall
not be liable or responsible for any failure of the Corporation to comply with any of its obligations relating to any registration
statement filed with the Securities and Exchange Commission or this Agreement, including without limitation obligations under applicable
regulation or law.


 


The Depositary may rely
on and shall be held harmless and protected and shall incur no liability for or in respect of any action taken, suffered or omitted
to be taken by it in reliance upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission or other
document, or any security delivered to it, and believed by it, in the absence of gross negligence, willful misconduct or actual
fraud (each as determined by a final non-appealable judgment of a court of competent jurisdiction) to be genuine and to have been
made or signed by the proper party or parties, or upon any written or oral instructions or statements from the Corporation with
respect to any matter relating to its acting as Depositary hereunder.


 


The Depositary may execute
and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorney
or agents, and the Depositary shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorney
or agents or for any loss to the Corporation resulting from any such act, default, neglect or misconduct, absent gross negligence,
willful misconduct or actual fraud (each as determined by a final non-appealable judgment of a court of competent jurisdiction)
in the selection and continued employment or engagement thereof.


 


The Depositary, any Depositary’s
Agent, any Registrar and any Transfer Agent hereunder:


 


(i)            shall
have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations), or as may
subsequently be agreed to in writing by the parties;


 






    21


     


    

 


(ii)           shall
have no obligation to make payment hereunder unless the Corporation shall have provided the necessary federal or other immediately
available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto;


 


(iii)          may
rely on and shall be authorized and protected in acting or omitting to act upon any certificate, instrument, opinion, notice, letter,
facsimile transmission or other document or security delivered to it and believed by it to be genuine and to have been signed by
the proper party or parties, and shall have no responsibility for determining the accuracy thereof;


 


(iv)          may
rely on and shall be authorized and protected in acting or omitting to act upon the written, telephonic, electronic and oral instructions
given in accordance with this Agreement, with respect to any matter relating to its actions as Depositary, Transfer Agent or Registrar
covered by this Agreement (or supplementing or qualifying any such actions), by officers of the Corporation;


 


(v)           may
consult counsel satisfactory to it (who may be an employee of the Depositary or the Registrar or counsel to the Corporation), and
the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or
omitted to be taken by it hereunder in accordance with the advice of such counsel;


 


(vi)         shall
not be called upon at any time to advise any Person with respect to the Preferred Stock, Depositary Shares or Receipts;


 


(vii)        shall
not be liable or responsible for any recital or statement contained in any documents relating hereto or to the Preferred Stock,
the Depositary Shares or Receipts;


 


(viii)       shall
not be liable in any respect on account of the identity, authority or rights of the parties (other than the Depositary) executing
or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for under this
Agreement; and


 


(ix)          shall
not be obligated to expend or risk its own funds or to take any action that it believes would expose or subject it to expense or
liability or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment or indemnity
satisfactory to it.


 


The obligations of the
Corporation and the rights of the Depositary, the Depositary’s Agent, Transfer Agent or Registrar set forth in this Section 5.3
shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent
or termination of this Agreement.


 






    22


     


    

 


Section 5.4.       Resignation
and Removal of the Depositary; Appointment of Successor Depositary.


 


The Depositary may at
any time resign as Depositary hereunder by delivering 60 days’ written notice of its election to do so to the Corporation,
such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter
provided, but in no event later than 30 days after delivery of such written notice.


 


The Depositary may at
any time be removed by the Corporation by 30 days’ written notice of such removal delivered to the Depositary, such removal
to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided,
but in no event later than 30 days after delivery of such written notice.


 


In case at any time the
Depositary acting hereunder shall resign or be removed, the Corporation shall, within 30 days after the delivery of the notice
of resignation or removal, as the case may be, appoint a successor Depositary, which shall be an entity having its principal office
in the United States of America and having a combined capital and surplus of at least $50,000,000; provided, that the Corporation
shall use its commercially reasonable efforts to ensure that there is at all relevant times when the Preferred Stock is outstanding
a Person appointed and serving as the Depositary. If no successor Depositary shall have been so appointed and have accepted appointment
within 30 days after delivery of such notice, any Record Holder or Receipts hereunder or the resigning or removed Depositary may
petition a court of competent jurisdiction to appoint a successor Depositary. Every successor Depositary shall execute and deliver
to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor
Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its
predecessor and for all purposes shall be the Depositary under this Agreement, and such predecessor, upon payment of all sums due
it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor
all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rights, title and interest in
the deposited Preferred Stock and any moneys or property held hereunder to such successor and shall deliver to such successor a
list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating
thereto. Any successor Depositary shall promptly mail (or otherwise transmit by an authorized method) notice of its appointment
to the Record Holders of Receipts.


 


Any Person into or with
which the Depositary may be merged, consolidated or converted shall be the successor of the Depositary without the execution or
filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate
the Receipts in the name of the predecessor Depositary or its own name as successor Depositary.


 


The provisions of this
Section 5.4 as they apply to the Depositary apply to the Registrar and Transfer Agent as if specifically enumerated herein.


 






    23


     


    





 


Section 5.5.     Corporate
Notices and Reports.


 


The Corporation agrees
that it will deliver to the Depositary, and at the Corporation’s direction the Depositary will, promptly after receipt thereof,
transmit to the Record Holders of Receipts, in each case at the addresses recorded in the Depositary’s books, copies of all
notices and reports (including without limitation financial statements) required by law, by the rules of any national securities
exchange upon which the Preferred Stock, the Depositary Shares or the Receipts are listed or by the Corporation’s Certificate
of Incorporation, as amended (including the Certificate of Amendment), to be furnished to the Record Holders of Receipts. Such
transmission will be at the Corporation’s expense and the Corporation will provide the Depositary with such number of copies
of such documents as the Depositary may reasonably request. In addition, the Depositary will transmit to the Record Holders of
Receipts at the Corporation’s expense such other documents as may be requested by the Corporation.


 


Section 5.6.     Indemnification
by the Corporation.


 


Notwithstanding Section 5.3
to the contrary, the Corporation shall indemnify the Depositary, any Depositary’s Agent and any Registrar and any Transfer
Agent (including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss,
damage, judgment, cost, fine, penalty, claim, demand, settlement, liability or expense (including the reasonable costs and expenses
of its legal counsel) which may arise out of or, in connection with acts performed, taken or omitted to be taken in connection
with the execution, acceptance, administration, exercise and performance of its duties under this Agreement and the Receipts by
the Depositary, any Registrar, any Transfer Agent, or any of their respective agents (including any Depositary’s Agents)
and any transactions or documents contemplated hereby, except for any liability arising out of gross negligence, willful misconduct
or actual fraud (each as determined by a final, non-appealable judgment of a court of competent jurisdiction) on the respective
parts of any such Person or Persons. The obligations of the Corporation set forth in this Section 5.6 shall survive
the replacement, removal, resignation or any succession of any Depositary, Registrar, Transfer Agent or Depositary’s Agent,
or termination of this Agreement.


 


Section 5.7.     Fees,
Charges and Expenses.


 


The Corporation agrees
promptly to pay the Depositary, the Depositary’s Agent, the Registrar and the Transfer Agent compensation for all services
to be agreed upon with the Corporation and rendered by them hereunder in accordance with a fee schedule to be mutually agreed upon
and, from time to time, as promptly as practicable after demand of the Depositary, to reimburse the Depositary, the Depositary’s
Agent, the Transfer Agent, the Registrar any dividend disbursement agent and any redemption agent for all of its reasonable and
documented expenses (including the reasonable and documented fees and expenses for one outside counsel) and other disbursements
incurred in the exercise and performance of its duties hereunder. The Corporation shall pay all charges of the Depositary in connection
with the initial deposit of the Preferred Stock and the initial issuance of the Depositary Shares, all withdrawals of shares of
Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Preferred Stock at the option of the Corporation.
The Corporation shall pay all transfer and other similar taxes and governmental charges arising solely from the existence of the
depositary arrangements. All other transfer and other similar taxes and governmental charges shall be at the expense of Holders
of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depositary incurs charges or expenses
for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided,
however, that the Depositary may, at its sole option, require a Holder of a Receipt to prepay the Depositary any charge
or expense the Depositary has been asked to incur at the request of such Holder of Receipts. The Depositary shall present its statement
for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree. The obligations
of the Corporation and the rights of the Depositary, the Depositary’s Agent, Transfer Agent or Registrar under this Section 5.7
shall survive the replacement, removal, resignation or any succession of any Depositary, Registrar, Transfer Agent or Depositary’s
Agent or termination of this Agreement.


 






    	 	24	 



     


    

 


Section 5.8.     Withholding.


 


Notwithstanding any other
provision of this Agreement, in the event that the Depositary determines that any distribution in property is subject to any tax
or other governmental charge which the Depositary is obligated by law to withhold, the Depositary may dispose of, by public or
private sale, all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable
to pay such taxes, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after
deduction of such taxes to the Holders of Receipts entitled thereto in proportion to the number of Depositary Shares held by them,
respectively; provided, however, that in the event the Depositary determines that such distribution of property is subject
to withholding tax only with respect to some but not all Holders of Receipts, the Depositary will use its best efforts (i) to
sell only that portion of such property distributable to such Holders that is required to generate sufficient proceeds to pay such
withholding tax and (ii) to effect any such sale in such a manner so as to avoid affecting the rights of any other Holders
of Receipts to receive such distribution in property.


 


ARTICLE VI

AMENDMENT AND TERMINATION


 


Section 6.1.     Amendment.


 


The form of the Receipts
and any provisions of this Agreement may at any time and from time to time be amended by agreement between the Corporation and
the Depositary in any respect which they may deem necessary or desirable; provided, however, that no such amendment
which shall materially and adversely alter the rights of the Holders of Receipts shall be effective against the Holders of Receipts
unless such amendment shall have been approved by the Holders of Receipts representing in the aggregate at least a two-thirds majority
of the Depositary Shares then outstanding; provided, further, that as a condition precedent to the Depositary’s
execution of any amendment, the Corporation shall deliver to the Depositary a certificate from a duly authorized officer of the
Corporation that states that the proposed amendment complies with this Section 6.1. Every Holder of an outstanding Receipt
at the time any such amendment becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such
amendment and to be bound by this Agreement as amended thereby. In no event shall any amendment impair the right, subject to the
provisions of Sections 2.5 and 2.6 and Article III, of any owner of Depositary Shares to surrender any
Receipt evidencing such Depositary Shares to the Depositary with instructions to deliver to the Holder the Preferred Stock and
all money and other property, if any, represented thereby, except in order to comply with mandatory provisions of applicable law
or the rules and regulations of any governmental body, agency or commission, or applicable securities exchange.


 






    	 	25	 



     


    

 


Section 6.2.     Termination.


 


Without limiting any
of the rights or immunities of the Depositary under this Agreement, this Agreement may be terminated by the Corporation or the
Depositary only if (i) all outstanding Depositary Shares shall have been redeemed in accordance with the provisions hereof
or (ii) there shall have been made a final distribution in respect of the deposited Preferred Stock in connection with any
liquidation, dissolution or winding up of the Corporation and such distribution shall have been distributed to the Holders of Receipts
entitled thereto.


 


Upon the termination
of this Agreement, the Corporation shall be discharged from all obligations under this Agreement except for its obligations to
the Depositary, any Depositary’s Agent, any Transfer Agent, Registrar and any other Person under Sections 5.3, 5.6
and 5.7.


 


ARTICLE VII

MISCELLANEOUS


 


Section 7.1.     Counterparts.


 


This Agreement may be
executed in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts,
when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute one and
the same instrument. A signature to this Agreement transmitted electronically shall have the same authority, effect, and enforceability
as an original signature, and the words “execution,” “signed,” “signature,”
 “delivery” and words of like import in or relating to this Agreement or any document to be signed in connection
with this Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form,
each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery
thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions
contemplated hereunder by electronic means.


 






    	 	26	 



     


    

 


Section 7.2.     Exclusive
Benefit of Parties.


 


This Agreement is for
the exclusive benefit of the parties hereto except as expressly provided herein, and their respective successors hereunder, and
shall not be deemed to give any legal or equitable right, remedy or claim to any other Person whatsoever.


 


Section 7.3.     Invalidity
of Provisions.


 


In case any one or more
of the provisions contained in this Agreement or in the Receipts should be or become invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected,
prejudiced or disturbed thereby; provided, however, that if any such provision adversely affects the rights, duties, liabilities
or obligations of the Depositary, the Depositary shall be entitled to resign immediately.


 


Section 7.4.     Notices.


 


Any and all notices to
be given to the Corporation hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail or overnight delivery service, or by facsimile transmission or electronic mail, confirmed
by letter, addressed to the Corporation at:


 


Selective Insurance Group, Inc.


40 Wantage Avenue, Branchville,


New Jersey, 07890


Attention: Michael H. Lanza, Esq.


 


With a copy to:


 


Selective Insurance Group, Inc.


40 Wantage Avenue, Branchville,


New Jersey, 07890


Attention: Robyn P. Turner, Esq.


 


or at any other addresses of which the Corporation shall have
notified the Depositary in writing.


 


Any and all notices to
be given to the Depositary hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally
delivered or sent by mail or overnight delivery service, or by facsimile transmission, addressed to the Depositary at:


 


Equiniti Trust Company


1110 Centre Pointe Curve, Suite 101


Mendota Heights, MN 55120-4100


Facsimile No.: 651-450-4078


Attention: Tracie L. Balach, Relationship Manager


 


or at any other addresses of which the Depositary shall have
notified the Corporation in writing.


 






    	 	27	 



     


    

 


Any and all notices to
be given to any Record Holder of a Receipt hereunder or under the Receipts shall be in writing and shall be deemed to have been
duly given if personally delivered or sent by mail, recognized next-day courier service or telecopier confirmed by letter, addressed
to such Record Holder at the address of such Record Holder as it appears on the books of the Depositary or, in the case of Receipts
issued in the form of one or more Global Registered Receipts, if transmitted through the facilities of DTC in accordance with DTC’s
procedures; provided, that any Record Holder may direct the Depositary to deliver notices to such Record Holder at an alternate
address or in a specific manner that is reasonably requested by such Record Holder in a written request timely filed with the Depositary
and that is reasonably acceptable to the Depositary.


 


Delivery of a notice
sent by mail or by facsimile transmission shall be deemed to be effected at the time when a duly addressed letter containing the
same (or a confirmation thereof in the case of a facsimile transmission) is deposited, postage prepaid, in a post office letter
box or in the case of a next-day courier service, when deposited with such courier, courier fees prepaid. The Depositary or the
Corporation may, however, act upon any facsimile transmission received by it from the other or from any Holder of a Receipt, notwithstanding
that such facsimile transmission shall not subsequently be confirmed by letter or as aforesaid.


 


Section 7.5.     Depositary’s
Agents.


 


The Depositary may from
time to time appoint Depositary’s Agents to act in any respect for the Depositary for the purposes of this Agreement and
may at any time appoint additional Depositary’s Agents and vary or terminate the appointment of such Depositary’s Agents.
The Depositary will promptly notify the Corporation of any such action.


 


Section 7.6.     [Reserved].


 


Section 7.7.     Holders
of Receipts Are Parties.


 


The Holders of Receipts
from time to time shall be deemed to be parties to this Agreement and shall be bound by all of the terms and conditions hereof
and of the Receipts by acceptance of delivery thereof to the same extent as though such Person executed this Agreement.


 


Section 7.8.     Governing
Law.


 


This Agreement and the
Receipts and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, and construed in accordance
with, the laws of the State of New York. Any suit, action or proceeding brought by one party hereto against another party hereto
in connection with or arising under this Agreement shall be brought solely in the state or federal court or appropriate jurisdiction
located in the Borough of Manhattan, The City of New York and each party hereto irrevocably waives, to the fullest extent permitted
by law, (i) any objection that such courts are an inconvenient forum and (ii) any claim of immunity, sovereign or otherwise.


 






    	 	28	 



     


    

 


Section 7.9.     Inspection
of Agreement.


 


Copies of this Agreement
shall be filed with the Depositary and the Depositary’s Agents and shall be open to inspection during business hours at the
Depositary’s Office and the respective offices of the Depositary’s Agents, if any, by any Holder of a Receipt.


 


Section 7.10.   Headings.


 


The headings of articles
and sections in this Agreement and in the form of the Receipt set forth in Exhibit A hereto have been inserted for
convenience only and are not to be regarded as a part of this Agreement or the Receipts or to have any bearing upon the meaning
or interpretation of any provision contained herein or in the Receipts.


 


Section 7.11.   Further
Assurances.


 


From time to time and
after the date hereof, the Corporation agrees that it will perform, acknowledge, and deliver or cause to be performed, acknowledged
or delivered, all such further and other acts, documents, instruments and assurances as the Depositary may reasonably require to
perform the provisions of this Agreement.


 


Section 7.12.   Confidentiality.


 


The Depositary and the
Corporation agree that all books, records, information and data pertaining to the business of the other party, including inter
alia, personal, non-public Holder information and the fees for services that are exchanged or received pursuant to the negotiation
or the carrying out of this Agreement, shall remain confidential, and shall not be voluntarily disclosed to any other Person, except
as may be required by law or legal process. Each party, however, may disclose relevant aspects of the other party’s confidential
information to its officers, affiliates, agents, subcontractors and employees to the extent reasonably necessary to perform its
duties and obligations under this Agreement and such disclosure is not prohibited by applicable law.


 


[Signature page follows]


 






    	 	29	 



     


    

 


IN WITNESS WHEREOF, the
Corporation and the Depositary have duly executed this Agreement as of the day and year first set forth above and all Holders of
Receipts shall become parties hereto by and upon acceptance by them of delivery of Receipts issued in accordance with the terms
hereof.


 


	 	SELECTIVE INSURANCE
    GROUP, INC.
	 	 
	 	By:	               
	 	Name:   
	 	Title:     




 


[Signature
Page to Deposit Agreement]


 






     

     


    

 


IN WITNESS WHEREOF, the
Corporation and the Depositary have duly executed this Agreement as of the day and year first set forth above and all Holders of
Receipts shall become parties hereto by and upon acceptance by them of delivery of Receipts issued in accordance with the terms
hereof.


 





	 	Equiniti Trust Company as Depositary, Registrar and
Transfer Agent
	 	 
	 	By:	             
	 	Name:
	 	Title:



 


[Signature
Page to Deposit Agreement]


 






     

     


    

 


EXHIBIT A


 


[FORM OF DEPOSITARY RECEIPT]


[FACE OF RECEIPT]


 


UNLESS THIS RECEIPT IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO
SELECTIVE INSURANCE GROUP, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY RECEIPT ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL
RECEIPT SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL RECEIPT SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE DEPOSIT AGREEMENT REFERRED TO BELOW.


 


IN CONNECTION WITH ANY
TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR
AND TRANSFER AGENT MAY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 






     

     


    

 


NUMBER OF DEPOSITARY SHARES: 8,000,000


 


DEPOSITARY RECEIPT NO. A-1


 


 


EACH REPRESENTING 1/1,000th OF
ONE SHARE OF

4.60% NON-CUMULATIVE PREFERRED STOCK, SERIES B

OF

SELECTIVE INSURANCE GROUP, INC.


 


CUSIP: 816300 503


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


Dividend Payment Dates:
March 15, June 15, September 15, and December 15 of each year.


 


Equiniti Trust Company,
a limited trust company organized under the laws of the State of New York (the “Depositary”), hereby certifies
that CEDE & CO. is the registered owner of 8,000,000 depositary shares (“Depositary Shares”), each
Depositary Share representing 1/1,000th of one share of the 4.60% Non-Cumulative Preferred Stock, Series B, without par value,
$25,000 liquidation preference per share (the “Preferred Stock”), of Selective Insurance Group, Inc., a
New Jersey corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled
to the benefits of the Deposit Agreement, dated as of December 9, 2020 (the “Deposit Agreement”), among
the Corporation, the Depositary and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt,
the Holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary
Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall
have been executed by the Depositary by the manual, facsimile, or electronic signature of a duly authorized officer or, if a Registrar
in respect of the Receipts (other than the Depositary) shall have been appointed, by the manual, facsimile, or electronic signature
of a duly authorized officer of such Registrar.


 


 


Dated:


 


Equiniti Trust Company,


 


as Depositary


 


 


	By:	    	 
	 	Authorized Officer	 



 






     

     


    

 


[REVERSE OF RECEIPT]


 


SELECTIVE INSURANCE GROUP, INC.


 


THE CORPORATION WILL
FURNISH WITHOUT CHARGE TO EACH RECEIPT HOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE
OF AMENDMENT OF THE 4.60% NON-CUMULATIVE PREFERRED STOCK, SERIES B, OF SELECTIVE INSURANCE GROUP, INC. ANY SUCH REQUEST IS
TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT.


 


EXPLANATION OF ABBREVIATIONS


 


The following abbreviations
when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according
to applicable laws or regulations. Abbreviations in addition to those appearing below may be used.


 


	Abbreviation	 	Equivalent Word	 	Abbreviation	 	Equivalent Word
	JT TEN	 	As joint tenants, with right of survivorship and not as tenants in common	 	TEN BY ENT	 	As tenants by the entireties
	TEN IN COM	 	As tenants in common	 	UNIF GIFT MIN ACT	 	Uniform Gifts to Minors Act



 


	Abbreviation	 	Equivalent

 Word	 	Abbreviation	 	Equivalent

 Word	 	Abbreviation	 	Equivalent 

Word
	ADM	 	Administrator(s), Administratrix	 	EX	 	Executor(s), Executrix	 	PL	 	Public Law
	AGMT	 	Agreement	 	FBO	 	For the benefit of	 	TR	 	(As) trustee(s), for, of 
	ART	 	Article	 	FDN	 	Foundation	 	U	 	Under
	CH	 	Chapter	 	GDN	 	Guardian(s)	 	UA	 	Under Agreement
	CUST	 	Custodian for	 	GDNSHP	 	Guardianship	 	UW	 	Under will of, Of will of, Under last will & testament
	DEC	 	Declaration	 	MIN	 	Minor(s)	 	 	 	 
	EST	 	Estate, of Estate of	 	PAR	 	Paragraph	 	 	 	 



 






     

     


    

 


For value received,          hereby
sell(s), assign(s) and transfer(s) unto


 


INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:______________________________


 


PRINT OR TYPEWRITE NAME
AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE:______________________________


 


Depositary Shares represented
by the within Receipt, and do(es) hereby irrevocably constitute and appoint ___________ as Attorney to transfer the said Depositary
Shares on the books of the within named Depositary with full power of substitution in the premises.


 


Dated:______________________________


 


NOTICE: The signature
to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration
or enlargement or any change whatsoever.


 


SIGNATURE GUARANTEED


 


NOTICE: If applicable,
the signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations,
and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended.