Exhibit 4.1


 





 



 


SECOND SUPPLEMENTAL INDENTURE


 


BETWEEN


 


SELECTIVE INSURANCE GROUP, INC.,

as Issuer


 


AND


 


U.S. BANK

NATIONAL ASSOCIATION,

as Trustee


 





 



 


Dated as of March 1, 2019



 





 



 



5.375% SENIOR NOTES DUE 2049


  




    	 	 	 



     


    

 


Table
of Contents


 


		 	Page
	 	 	 
	Article I	DEFINITIONS	1
	 	 	 
	1.1	Definition of Terms	1
	 	 	 
	Article II	TERMS AND CONDITIONS OF THE SENIOR NOTES	4
	 	 	 
	2.1	Designation and Principal Amount	4
	 	 	 
	2.2	Stated Maturity	4
	 	 	 
	2.3	Form and Payment; Minimum Transfer Restriction	4
	 	 	 
	2.4	Exchange and Registration of Transfer of Senior Notes; Restrictions on Transfers; Depositary	5
	 	 	 
	2.5	Interest	6
	 	 	 
	2.6	Events of Default	7
	 	 	 
	2.7	Other	7
	 	 	 
	Article III	REDEMPTION OF THE SENIOR NOTES	8
	 	 	 
	3.1	Optional Redemption by Company	8
	 	 	 
	3.2	Modifications with Respect to Notice of Redemption	8
	 	 	 
	Article IV	COVENANTS	8
	 	 	 
	4.1	Limitation on Liens on Stock of Restricted Subsidiaries	8
	 	 	 
	Article V	SUPPLEMENTAL indentures	9
	 	 	 
	5.1	Modification	9
	 	 	 
	Article V	MISCELLANEOUS	9
	 	 	 
	6.1	Ratification of Indenture; Supplemental Indenture Controls	9
	 	 	 
	6.2	Agreement by Holders to Certain Tax Treatment	9
	 	 	 
	6.3	Trustee Not Responsible for Recitals	9
	 	 	 
	6.4	Governing Law	9
	 	 	 
	6.5	Separability	10
	 	 	 
	6.6	Counterparts	10
	 	 	 
	EXHIBIT A		A-1


 




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SECOND SUPPLEMENTAL INDENTURE


 


THIS SECOND SUPPLEMENTAL INDENTURE,
dated as of March 1, 2019 (this “Supplemental Indenture”), is between SELECTIVE INSURANCE GROUP, INC., a New Jersey
corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”), under the
Indenture, dated as of February 8, 2013 (the “Base Indenture” and, together with this Supplemental Indenture, the “Indenture”),
between the Company and the Trustee.


 


WHEREAS, the Company executed and
delivered the Base Indenture to the Trustee to provide for the issuance from time to time of the Company’s unsecured senior
notes (the “Securities”) in one or more series, as might be determined by the Company under the Indenture, in an unlimited
aggregate principal amount that may be authenticated and delivered as provided in the Base Indenture;


 


WHEREAS, pursuant to the terms of
the Base Indenture, the Company desires to provide for the establishment of a series of its Securities, to be known as its 5.375%
Senior Notes due 2049 (the “Senior Notes”), the form and substance of such Senior Notes and the terms, provisions,
and conditions thereof to be set forth as provided in this Supplemental Indenture;


 


WHEREAS, the Company desires that
$300,000,000 aggregate principal amount of this series of Senior Notes be originally issued on March 1, 2019, pursuant to the Indenture;


 


WHEREAS, the Company has requested
that the Trustee execute and deliver this Supplemental Indenture, and all requirements necessary to make this Supplemental Indenture
a valid instrument in accordance with its terms have been satisfied;


 


WHEREAS, all requirements necessary
to make the Senior Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of
the Company have been satisfied; and


 


WHEREAS, the execution and delivery
of this Supplemental Indenture has been duly authorized in all respects;


 


NOW, THEREFORE, in consideration
of the purchase and acceptance of the Senior Notes by the holders, and for the purpose of setting forth, as provided in the Base
Indenture, the form and substance of the Senior Notes and the terms, provisions, and conditions thereof, the Company covenants
and agrees with the Trustee as follows:


 


Article
I




DEFINITIONS


 


1.1         Definition
of Terms. For all purposes of this Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise
requires:


 


(a)          the
terms not otherwise defined herein that are defined in the Base Indenture have the same meanings when used in this Supplemental
Indenture;


 




    	 	 	 



     


    

 


(b)          the
terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;


 


(c)          all
other terms used, but not defined, herein or given meanings pursuant to this clause (c) or clause (b) above that are defined in
the Trust Indenture Act of 1939, as amended, whether directly or by reference therein, have the meanings assigned to them therein;


 


(d)          all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting
principles in the United States of America, and, except as otherwise herein expressly provided, the term “generally accepted
accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles
as are generally accepted in the United States of America at the date of such computation; provided that when two or more principles
are so generally accepted, it shall mean that set of principles consistent with those in use by the Company;


 


(e)          a
reference to a Section or Article is to a Section or Article of this Supplemental Indenture unless otherwise stated;


 


(f)          the
words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Supplemental
Indenture as a whole and not to any particular Article, Section, or other subdivision; and


 


(g)          headings
are for convenience of reference only and do not affect interpretation.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining
term of the Senior Notes to be redeemed (assuming, that the Senior Notes being redeemed matured on the Par Call Date) that would
be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the Senior Notes.


 


“Comparable Treasury Price”
means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date,
as determined by the Company, after excluding the highest and lowest Reference Treasury Dealer Quotations, (2) if the Company obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations, as determined by the Company, or
(3) if the Company obtains only one Reference Treasury Dealer Quotation, such Reference Treasury Dealer Quotation.


 


“Coupon Rate” has the meaning
set forth in Section 2.5(a) hereof.


 


“Indebtedness” means, with respect
to any Person, (i) every obligation of such Person for money borrowed, (ii) every obligation of such Person evidenced by bonds,
debentures, notes or other similar instruments, (iii) every reimbursement obligation of such Person with respect to letters of
credit, bankers’ acceptances or similar facilities issued for the account of such Person


 






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and (iv) every obligation of the type
referred to in clauses (i) through (iii) above of another Person the payment of which such Person has guaranteed or is
responsible or liable for, directly or indirectly, as obligor, guarantor or otherwise (but only, in the case of this clause
(iv), to the extent such Person has guaranteed or is responsible or liable for such obligations).


 


“Independent Investment Banker”
means one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to
time.


 


“Interest Payment Date” has
the meaning set forth in Section 2.5(a) hereof.


 


“Lien” means any mortgage, deed
of trust, pledge, lien, security interest or other encumbrance (including, without limitation, any conditional sale or other title
retention agreement or lease in the nature thereof, any filing or agreement to give a lien or file a financing statement as a debtor
under the Uniform Commercial Code or any similar statute other than to reflect ownership by a third party of property under a lease
that is not in the nature of a conditional sale or title retention agreement).


 


“Par Call Date” means September
1, 2048.


 


“Record Date” has the meaning
set forth in Section 2.5(a) hereof.


 


“Reference Treasury Dealer”
means each of (1) RBC Capital Markets, LLC, Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
and their respective affiliates or successors, unless any of them ceases to be a primary U.S. Government securities dealer (a “Primary
Treasury Dealer”), in which case the Company shall substitute another Primary Treasury Dealer and (2) two other Primary Treasury
Dealer(s) the Company selects in connection with the particular redemption, and its affiliates or successors, provided that if
at any time any of the above is not a Primary Treasury Dealer, the Company shall substitute that entity with another nationally
recognized investment banking firm that it selects that is a Primary Treasury Dealer.


 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the
bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day
preceding such Redemption Date.


 


“Restricted Subsidiary” means
any Subsidiary incorporated under the laws of any state of the United States of America or of the District of Columbia; provided
that no such Subsidiary shall be a Restricted Subsidiary if (1) the total assets of such Subsidiary are less than 20% of the total
assets of the Company and its consolidated Subsidiaries (including such Subsidiary), in each case as set forth on the most recent
fiscal year-end balance sheets of such Subsidiary and the Company and its consolidated Subsidiaries, respectively, and determined
in accordance with generally accepted accounting principles in the United States of America, or (2) in the judgment of the Board
of Directors, as evidenced by a Board resolution, such Subsidiary is not material to the financial condition of the Company and
its consolidated Subsidiaries taken as a whole.


 




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“Securities” has the meaning
set forth in the first recital to this Supplemental Indenture.


 


“Senior Notes” has the meaning
set forth in the second recital to this Supplemental Indenture.


 


“Stated Maturity” has the meaning
set forth in Section 2.2 hereof.


 


“Treasury Rate” means, with
respect to any Redemption Date, the rate per year equal to the semi-annual equivalent yield to maturity of the applicable Comparable
Treasury Issue, calculated using a price for the applicable Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the related Comparable Treasury Price for such Redemption Date. The Treasury Rate shall be calculated by the Company
on the third business day preceding the Redemption Date. As used in the immediately preceding sentence and in the definition of
“Reference Treasury Dealer Quotations” above, the term “business day” means any day that is not a Saturday,
Sunday or other day on which commercial banks in New York City are authorized or obligated by law or executive order to close.


 


Article
II






TERMS
AND CONDITIONS OF THE SENIOR NOTES


 


Pursuant to Section 3.01 of the Base Indenture,
the Senior Notes are hereby established with the following terms and other provisions:


 


2.1         Designation
and Principal Amount.


 


(a)          There
is hereby authorized a series of Securities, designated the “5.375% Senior Notes due 2049,” in the initial aggregate
principal amount of up to $300,000,000.


 


(b)          The
Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, but without the consent
of the Holders, create and issue pursuant to this Indenture an unlimited principal amount of additional Senior Notes (in excess
of any amounts theretofore issued) having the same terms and conditions to those of the other outstanding Senior Notes, except
that any such additional Senior Notes may have a different issue date and issue price from such other outstanding Senior Notes.
Such additional Senior Notes shall constitute part of the same series of Senior Notes hereunder.


 


2.2         Stated
Maturity. The “Stated Maturity” of the principal amount of the Senior Notes shall be March 1, 2049.


 


2.3         Form
and Payment; Minimum Transfer Restriction.


 


(a)          The
Senior Notes shall be issued in fully registered form without coupons in minimum denominations of $2,000 and integral multiples
of $1,000 in excess thereof. The Senior Notes shall be initially issued in the form of one or more permanent Global Securities,
in the form of Exhibit A hereto. Principal and interest on the Senior Notes shall be payable, the transfer of such Senior Notes
shall be registrable and such Senior Notes


 






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shall be exchangeable for Senior Notes bearing identical terms and provisions at the
Corporate Trust Office of the Trustee; provided, however, that payment of interest may be made at the option of the Company by
check mailed to the Person entitled thereto at such address as shall appear in the Securities Register or by transfer to an account
maintained by the Person entitled thereto as specified in the Securities Register, provided that proper transfer instructions have
been received by the Paying Agent by the Record Date. The Securities Register for the Senior Notes shall be kept at the Corporate
Trust Office of the Trustee, and the Trustee is hereby appointed Securities Registrar and Paying Agent for the Senior Notes.


  


(b)          The
Senior Notes may be transferred or exchanged only in minimum denominations of $2,000 and integral multiples of $1,000 in excess
thereof, and any attempted transfer, sale or other disposition of Senior Notes in a denomination of less than $2,000 shall be deemed
to be void and of no legal effect whatsoever. Any such transferee shall be deemed not to be the holder of such Senior Notes for
any purpose, including but not limited to the receipt of payments in respect of such Senior Notes and such transferee shall be
deemed to have no interest whatsoever in such Senior Notes.


 


2.4         Exchange
and Registration of Transfer of Senior Notes; Restrictions on Transfers; Depositary. The Senior Notes shall be issued in accordance
with the following procedures:


 


(a)          So
long as Senior Notes are eligible for book-entry settlement with the Depositary, or unless required by law, all Senior Notes that
are so eligible shall be represented by one or more Global Securities registered in the name of the Depositary or the nominee of
the Depositary. Except as provided in Section 2.4(c) below, beneficial owners of a Global Security representing the Senior
Notes shall not be entitled to have any certificate representing any Senior Notes in definitive form registered in their names,
shall not receive or be entitled to receive physical delivery of any certificate representing any Senior Notes in definitive form,
and shall not be registered holders of such Global Security.


 


(b)          The
transfer and exchange of beneficial interests in Global Securities shall be effected through the Depositary in accordance with
the Indenture and the procedures and standing instructions of the Depositary, and the Trustee shall make appropriate endorsements
to reflect increases or decreases in principal amounts of such Global Securities.


 


(c)          Notwithstanding
any other provisions of the Indenture (other than the provisions set forth in this Section 2.4(c)), a Global Security may not be
exchanged in whole or in part for Senior Notes registered, and no transfer of a Global Security may be registered, in the name
of any person other than the Depositary or a nominee thereof unless (i) such Depositary (A) has notified the Company that it is
unwilling or unable to continue as Depositary for such Global Security or (B) has ceased to be a clearing agency registered as
such under the Exchange Act and no successor Depositary has been appointed by the Company within 90 days after its receipt of such
notice or its becoming


 






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aware of such ineligibility, (ii) there shall have occurred and be continuing an Event of Default, or any
event which after notice or lapse of time or both would be an Event of Default under the Indenture, with respect to Senior Notes,
or (iii) the Company, in its sole discretion and subject to the procedures of the Depositary, instructs the Trustee to exchange
such Global Security for a Senior Note that is not a Global Security (in which case such exchange (subject to such procedures)
shall be effected by the Trustee).


  


The Depositary shall be a clearing agency
registered under the Exchange Act. The Company initially appoints The Depository Trust Company to act as Depositary with respect
to the Global Securities representing the Senior Notes. Initially, such Global Notes shall be registered in the name of Cede &
Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for Cede & Co.


 


Certificates representing Senior Notes in
definitive form issued in exchange for all or a part of a Global Security pursuant to this Section 2.4 shall be registered in such
names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee. Upon execution and authentication, the Trustee shall deliver such certificates in definitive
form to the persons in whose names such definitive certificates are so registered.


 


So long as Senior Notes are represented
by one or more Global Securities, (i) the Securities Registrar for the Senior Notes and the Trustee shall be entitled to deal with
the clearing agency for all purposes of the Indenture relating to such Global Securities as the sole holder of the Senior Notes
evidenced by such Global Securities and shall have no obligations to the holders of beneficial interests in such Global Securities;
and (ii) the rights of the holders of beneficial interests in such Global Securities shall be exercised only through the clearing
agency and shall be limited to those established by law and agreements between such holders and the clearing agency and/or the
participants in the clearing agency.


 


At such time as all interests in a Global
Security have been paid, redeemed, exchanged, repurchased or canceled, such Global Security shall be, upon receipt thereof, canceled
by the Trustee in accordance with standing procedures and instructions of the Depositary. At any time prior to such cancellation,
if any interest in a Global Security is exchanged for definitive Senior Notes, redeemed by the Company pursuant to Article III
hereof or canceled, or transferred for part of a Global Security, the principal amount of such Global Security shall, in accordance
with the standing procedures and instructions of the Depositary be reduced or increased, as the case may be, and an endorsement
shall be made on such Global Security by, or at the direction of, the Trustee to reflect such reduction or increase.


 


2.5         Interest.


 


(a)          Each
Senior Note shall bear interest at the rate of 5.375% per annum (the “Coupon Rate”). Interest shall accrue from March
1, 2019, or from the most recent Interest Payment Date to which the Company paid or duly provided for interest. Any such interest
on the Senior Notes shall be payable semi-annually on March 1 and September 1 of each year, commencing on September 1, 2019 (each,
an “Interest Payment Date”). Interest payments shall be made to the Persons in whose names the


 






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Senior Notes are registered
at the close of business on the February 15 and August 15, as the case may be, whether or not a Business Day, immediately preceding
the relevant Interest Payment Date (each, a “Record Date”).


  


(b)          The
amount of interest payable for any period shall be computed on the basis of a 360-day year of twelve 30-day months. If an Interest
Payment Date, Redemption Date or the Stated Maturity of the Senior Notes falls on a day that is not a Business Day, then payment
of principal and interest shall be made on the next Business Day as if it were made on the date the payment was due. No interest
shall accrue due to any such delay in payment on the amount so payable for the period from such Interest Payment Date, Redemption
Date or the Stated Maturity, as applicable, to the date payment is made.


 


2.6         Events
of Default.


 


(a)          Solely
with respect to the Senior Notes, Section 7.02 of the Base Indenture is hereby amended to insert the following parenthetical immediately
after the words “If an Event of Default” in the first line of the first paragraph thereof:


 


“(other than an Event of Default specified
in Section 7.01(e) or (f))”.


 


(b)          Solely
with respect to the Senior Notes, Section 7.02 of the Base Indenture is hereby amended to insert the following sentence at the
end of the first paragraph thereof:


 


“If an Event of Default specified in Section
7.01(e) or (f) occurs and is continuing, the principal amount and any accrued and unpaid interest on the Senior Notes through the
date of the occurrence of such Event of Default shall become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Holders.”


 


For the avoidance of doubt, and without
prejudice to any other remedies that may be available to the Trustee or the holders of the Senior Notes, no breach by the Company
of any covenant or obligation under the Indenture or the terms of the Senior Notes shall be an Event of Default except those that
are specifically identified as an Event of Default under the Indenture.


 


2.7         Other.


 


(a)          The
provisions of Article Five of the Base Indenture shall not apply to the Senior Notes.


 


(b)          The
Senior Notes shall not be convertible into any shares of capital stock of the Company or any other security.


 


(c)          The
place at which notices and demands to or upon the Company in respect to the Senior Notes and the Indenture may be served is at
40 Wantage Avenue, Branchville, New Jersey 07890, Attention: General Counsel, or at any other address furnished prior to any such
notice or demand in writing to the Trustee by the Company.


 




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Article
III


 


REDEMPTION
OF THE SENIOR NOTES


 


3.1         Optional
Redemption by Company. Prior to the Par Call Date, the Company may redeem the Senior Notes at the Company’s option, at
any time in whole or from time to time in part, at a Redemption Price equal to the greater of:


 


		·	100% of the principal amount of the Senior Notes being redeemed; or



 


		·	the sum of the present values of the remaining scheduled payments of principal and interest on the Senior Notes being redeemed
(assuming, that the Senior Notes being redeemed matured on the Par Call Date), exclusive of interest accrued to, but excluding,
the Redemption Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at a rate equal to the sum of the applicable Treasury Rate plus 40 basis points.



 


On or after the Par Call Date, the Company
may redeem the Senior Notes at the Company’s option, at any time in whole or from time to time in part, at a Redemption Price
equal to 100% of the principal amount of the Senior Notes being redeemed.


 


In each case, the Company shall also pay
the accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date.


 


3.2         Modifications
with Respect to Notice of Redemption. Solely with respect to the Senior Notes, Article Four of the Base Indenture is hereby
amended to:


 


(a)          replace
the number “60” in the fourth line of Section 4.02 with “30”;


 


(b)          replace
the number “30” in the second line of Section 4.04 with “15”; and


 


(c)          replace
the number “35” in the fourth sentence of Section 4.04 with “30”.


 


Article
IV


 


COVENANTS


 


Article Twelve of the Base Indenture is
hereby supplemented solely with respect to the Senior Notes by the following additional covenant of the Company:


 


4.1         Limitation
on Liens on Stock of Restricted Subsidiaries. As long as Senior Notes are Outstanding, the Company shall not, and shall not
permit any Restricted Subsidiary to, directly or indirectly, create, assume, incur, or permit to exist any Indebtedness that is
secured by any Lien on the capital stock of a Restricted Subsidiary unless the Senior Notes are secured equally and ratably with
(or prior to) such Indebtedness for at least the time period such Indebtedness is so secured.


 




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Article
V


 


SUPPLEMENTAL INDENTURES


 


5.1         Modification.
Solely with respect to the Senior Notes, Section 11.02 of the Base Indenture is hereby amended to replace subsection (c) thereof
with the following subsections (c) through (f):


 


(c) modify any of the provisions
of this Section 11.02 or Section 7.13 hereof, except to increase any such percentage or to provide that certain other provisions
of this Indenture cannot be modified or waived without the consent of the Holder of each Security affected thereby, or


 


(d) change the redemption price
payable upon the redemption of the Senior Notes, or


 


(e) change the date prior to which
no redemption may be made, or


 


(f) change the currency for payment
of principal of, or premium, if any, or interest on the Senior Notes to anything other than United States dollars.


 


Article
VI




MISCELLANEOUS


 


6.1         Ratification
of Indenture; Supplemental Indenture Controls. The Base Indenture, as supplemented by this Supplemental Indenture, is in all
respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to
the extent herein and therein provided. The provisions of this Supplemental Indenture shall supersede the provisions of the Base
Indenture to the extent the Base Indenture is inconsistent herewith.


 


6.2         Agreement
by Holders to Certain Tax Treatment. Each Holder of the Senior Notes shall, by accepting the Senior Notes or a beneficial interest
therein, be deemed to have agreed that the Holder intends that the Senior Notes constitute debt and shall treat the Senior Notes
as indebtedness for United States federal-, state-, and local-law purposes.


 


6.3         Trustee
Not Responsible for Recitals. The recitals herein contained are made by the Company and not by the Trustee, and the Trustee
assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of
this Supplemental Indenture.


 


6.4         Governing
Law. This Supplemental Indenture and each Senior Note shall be deemed to be a contract made under the laws of the State of
New York, and for all purposes shall be governed by and construed in accordance with the laws of the State of New York.


 




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6.5         Separability.
In case any one or more of the provisions contained in this Supplemental Indenture or in the Senior Notes shall for any reason
be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect
any other provisions of this Supplemental Indenture or of the Senior Notes, but this Supplemental Indenture and the Senior Notes
shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.


 


6.6         Counterparts.
This Supplemental Indenture may be executed in any number of counterparts each of which shall be an original; but such counterparts
shall together constitute but one and the same instrument.


 


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IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed as of the date first above written.


 





	 	SELECTIVE INSURANCE GROUP, INC.
	 	 	 
	 	By:	/s/Mark A. Wilcox
	 	 	Name: 	Mark A. Wilcox
	 	 	Title:	Executive Vice President and Chief Financial Officer




 




    	 		 



     


    

 





	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Trustee
	 	 	 
	 	By:	/s/ Pamela V. Cole
	 	 	Name: 	Pamela V. Cole
	 	 	Title:	Vice President




 




    	 		 



     


    

 


Exhibit A


 




    	 	A-1	 



     


    

 


 


FRONT
OF SECURITY


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS
EXCHANGEABLE FOR SENIOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE
REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES.


 


Unless this certificate
is presented by an authorized representative of The Depository Trust Company (“DTC”), to THE Issuer or its agent for
registration of transfer, exchange, or payment, and any certificate 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.


 


SELECTIVE INSURANCE GROUP, INC.


 


5.375% SENIOR NOTES DUE 2049


 





	CERTIFICATE NO.: _______	$_____________
	CUSIP NO.:   ___________	 
	ISIN NO.:  ___________	 




 


SELECTIVE INSURANCE GROUP, INC., a corporation
duly organized and existing under the laws of New Jersey (herein referred to as the “Company,” which term includes
any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede &
Co., as nominee of The Depository Trust Company and registered assigns, the principal sum of _____ U.S. Dollars ($_____),
as may be revised from time to time on Schedule 1 hereto, on March 1, 2049 (the “Stated Maturity”). This Security
shall accrue interest at the rate of 5.375% per annum (the “Coupon Rate”), in like coin or currency, payable semi-annually
on March 1 and September 1 of each year, commencing on September 1, 2019 (each, an “Interest Payment Date”). Interest
payments shall be made to the Person in whose name this Security is registered at the close of business on February 15 and August
15, as the case may be, whether or not a Business Day, immediately preceding the relevant Interest Payment Date (each, a “Record
Date”). Interest on this Security shall be computed on the basis of a 360-day year of twelve 30-day months.


 




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Reference is hereby made to the further provisions
of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set
forth at this place.


 


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blank]


 




    	 	A-3	 



     


    

 


IN WITNESS WHEREOF, SELECTIVE INSURANCE GROUP,
INC. has caused this instrument to be duly executed.


 


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


 


Signature Page


Senior Note


 




    	 		 



     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities, of the series
designated herein, referred to in the within-mentioned Indenture.


 


	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	By:  	 
	 	 	Authorized Officer


 


Signature Page


Senior Note


 




    	 		 



     


    

 


REVERSE OF SECURITY


 


SELECTIVE INSURANCE GROUP, INC.


 


5.375% SENIOR NOTES DUE 2049


 


Capitalized terms used herein but not defined
shall have the meanings assigned to them in the Indenture unless otherwise indicated.


 


1.          Indenture


 


This Security is one of a duly authorized
series of the Securities of SELECTIVE INSURANCE GROUP, INC. (the “Senior Notes”), all issued under and pursuant to
an Indenture, dated as of February 8, 2013 (the “Base Indenture”), duly executed and delivered by SELECTIVE INSURANCE
GROUP, INC., a New Jersey corporation (the “Company,” which term includes any successor corporation under the Indenture
hereinafter referred to), and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”),
as supplemented by the Second Supplemental Indenture thereto, dated as of March 1, 2019 (the “Supplemental Indenture”
and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee, to which Indenture and
all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the Holders of the Senior Notes.


 


2.          Method
of Payment


 


Interest on this Security that is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name this Security
is registered at the close of business on the Record Date next preceding such Interest Payment Date.


 


3.          Optional
Redemption


 


The Securities may be redeemed at the option
of the Company prior to the maturity date, as provided in Section 3.1 of the Supplemental Indenture.


 


4.          No
Sinking Fund


 


The Senior Notes shall not be subject to a
sinking fund provision.


 


5.          Defaults
and Remedies


 


The Indenture provides for Events of Default
and remedies relating thereto with respect to the Senior Notes as set forth in Article Seven of the Base Indenture as supplemented
by Section 2.6 of the Supplemental Indenture.


 




    	 		 



     


    

 


6.          Amendment;
Supplement


 


The Indenture provides for amendments, supplements
and waivers with respect to the Indenture as set forth in Article Eleven of the Base Indenture as supplemented by Section
5.1 of the Supplemental Indenture.


 


7.          Restrictive
Covenants


 


The Indenture provides restrictive covenants
with respect to the Senior Notes as set forth in Article Twelve of the Base Indenture as supplemented by Article Four
of the Supplemental Indenture.


 


8.          Denomination;
Transfer; Exchange


 


The Senior Notes are issuable only in registered
form without coupons in denominations of $2,000 or an integral multiple of $1,000 in excess thereof.


 


As provided in the Indenture and subject to
certain limitations therein set forth, the transfer of this Security may be registered on the Securities Register of the Senior
Notes upon surrender of this Security for registration of transfer at the offices maintained by the Company or its agent for such
purpose, duly endorsed by the Holder hereof or his attorney duly authorized in writing, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Securities Registrar duly executed by the Holder hereof or his attorney
duly authorized in writing, but without payment of any charge other than a sum sufficient to reimburse the Company for any tax
or other governmental charge incident thereto. Upon any such registration of transfer, a new Security or Securities of authorized
denomination or denominations for the same aggregate principal amount shall be issued to the transferee in exchange herefor.


 


9.          Persons
Deemed Owners


 


The registered Holder of this Security shall
be treated as its owner for all purposes.


 


10.         Tax
Treatment


 


The Company and, by acceptance of this Security
or a beneficial interest in this Security, each Holder hereof and any person acquiring a beneficial interest herein, agree that
for United States federal, state and local tax purposes it is intended that this Security constitute indebtedness.


 


11.         No
Recourse Against Others


 


No recourse shall be had for the payment of
the principal of or interest on this Security, or for any claim based hereon or otherwise in respect hereof, or based on or in
respect of the Indenture or any indenture supplemental thereto, against any stockholder, officer, director or employee, as such,
past, present or future, of the Company or of any successor corporation, either directly or through the Company, whether by virtue
of any constitution, statute or rule of


 






    	 		 



     


    

  


law, or by the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as a part of the consideration for the issue hereof, expressly waived and released.


  


12.         Authentication


 


This Security shall not be valid or become
obligatory for any purpose until the certificate of authentication hereon shall have been signed by or on behalf of the Trustee
under the Indenture.


 


13.         Governing
Law


 


This Security shall be deemed to be a contract
made under the laws of the State of New York and for all purposes shall be governed by, and construed in accordance with, the laws
of the State of New York.


 




    	 		 



     


    

 


ASSIGNMENT FORM


 


	FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto
	 
	 
	(please insert Social Security or other identifying number of assignee)
	 
	 
	 
	 
	 
	 
	PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE
	 
	the within Security and all rights thereunder, hereby irrevocably constituting and appointing
	 
	 
	 
	 
	 
	 
	 
	 
	 
	agent to transfer said Security on the books of the Company, with full power of substitution in the premises.
	 
	Dated:                                                       ,                      


 


	 	Signature*: 	 


 


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


 




    	 		 



     


    

 


SCHEDULE OF PRINCIPAL AMOUNT REDUCTIONS


 


Initial Principal amount of this Security:


 


$300,000,000


 


Thereafter, the following decreases have been made:


 


	Date of
 Redemption or
 Repurchase	 	Principle Amount
 Redeemed or
 Repurchased	 	Principal Amount
 Remaining	 	Notation Made by or on
 Behalf of
 the Trustee