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Exhibit 1.1

 

Execution Version

 

SELECTIVE INSURANCE GROUP, INC.

 

(a New Jersey corporation)

 

8,000,000 Depositary Shares, each representing
a 1/1,000th interest in a share of

4.60% Non-Cumulative Preferred Stock, Series
B

 

UNDERWRITING AGREEMENT

 

Dated: December 2, 2020

 

 

SELECTIVE INSURANCE GROUP, INC.

 

(a New Jersey corporation)

 

8,000,000 Depositary Shares, each representing
a 1/1,000th interest in a share of 4.60% Non-Cumulative Preferred Stock, Series B

 

UNDERWRITING AGREEMENT

 

December 2, 2020

 

Wells Fargo Securities, LLC

BofA Securities, Inc.

RBC Capital Markets, LLC

 

as Representatives of the several Underwriters

 

c/o

 

Wells Fargo Securities, LLC

550 South Tryon Street, 5th Floor

Charlotte, NC 28202

 

BofA Securities, Inc.

One Bryant Park

New York, NY 10036

 

RBC Capital Markets, LLC

200 Vesey Street, 8th Floor

New York, NY 10281

 

Ladies and Gentlemen:

 

Selective Insurance Group, Inc., a New Jersey
corporation (the “Company”), confirms its agreement with Wells Fargo Securities, LLC (“Wells Fargo Securities”),
BofA Securities, Inc. (“BofA”), RBC Capital Markets, LLC (“RBC”), and each of the other Underwriters named
in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as
hereinafter provided in Section 10 hereof), for whom Wells Fargo Securities, BofA, and RBC are acting as representatives (in such
capacity, the “Representatives”), with respect to (i) the issue and sale by the Company and the purchase by the Underwriters,
acting severally and not jointly, of 8,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1,000th
interest in a share of 4.60% Non-Cumulative Preferred Stock, Series B (the “ Series B Preferred Stock”) of the Company
(the “Securities”). The shares of Series B Preferred Stock shall have the rights, powers and preferences set forth
in the certificate of amendment to be dated on or prior to December 9, 2020 relating thereto (the “Certificate of Amendment”).
The 8,000 shares of Series B Preferred Stock (the “Preferred Shares”) represented by the Securities are to be deposited
by the Company against delivery of depositary receipts evidencing the Securities (the “Depositary Receipts”) that are
to be issued by Equiniti Trust Company, as Depositary (the “Depositary”), under a Deposit Agreement, to be dated as
of December 9, 2020 (the “Deposit Agreement”), among the Company, the Depositary and the holders from time to time
of the Depositary Receipts issued thereunder.

 

 

The Company understands
that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this
Agreement has been executed and delivered.

 

The Company has filed
with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3
(No. 333-225452), as amended by post-effective amendment no. 1 thereto, including a base prospectus, dated December 2, 2020 (the
“Base Prospectus”), which registration statement became effective upon filing under Rule 462(e) of the rules and regulations
of the Commission (the “1933 Act Regulations”) under the Securities Act of 1933, as amended (the “1933 Act”).
Such registration statement, as amended, covers the registration of the Securities under the 1933 Act. Promptly after execution
and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule
430B”) of the 1933 Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the 1933 Act Regulations.
Any information included in such prospectus that was omitted from such registration statement at the time it became effective but
that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B
Information.” Each prospectus (including the Base Prospectus and any preliminary prospectus supplement) used in connection
with the offering of the Securities that omitted Rule 430B Information is collectively called a “preliminary prospectus.”
Such registration statement, at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto
at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and
the documents otherwise deemed to be a part thereof or included therein by 1933 Act Regulations, is herein called the “Registration
Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration
Statement.” The term “Prospectus” shall mean the final prospectus supplement relating to the Securities, together
with the Base Prospectus, that is first filed pursuant to Rule 424(b) after the date and time that this Agreement is executed and
delivered by the parties hereto. For purposes of this Agreement, all references to the Registration Statement, any preliminary
prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with
the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).

 

All references in this
Agreement to financial statements and schedules and other information which is “contained,” “included”
or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like
import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated
by reference in or otherwise deemed by 1933 Act Regulations to be a part of or included in the Registration Statement, any preliminary
prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration
Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the
Securities Exchange Act of 1934, as amended (the “1934 Act”), which is incorporated by reference in, or otherwise deemed
by 1933 Act Regulations to be a part of or included in, the Registration Statement, such preliminary prospectus or the Prospectus,
as the case may be.

 

 

SECTION 1.             
Representations and Warranties.

 

(a)              
Representations and Warranties by the Company. The Company represents and warrants to each Underwriter as of the
date hereof, as of the Applicable Time referred to in Section 1(a)(ii) hereof and as of the Closing Time referred to in Section
2(b) hereof, and agrees with each Underwriter, as follows:

 

(i)               
Status as a Well-Known Seasoned Issuer. (A) At the time of filing the Original Registration Statement, (B) at the
time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment
was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus),
(C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the
1933 Act Regulations) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulations
and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405 of the 1933
Act Regulations (“Rule 405”), including not having been and not being an “ineligible issuer” as defined
in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, and
the depositary shares, since their registration on the Registration Statement, have been and remain eligible for registration by
the Company on a Rule 405 “automatic shelf registration statement.” The Company has not received from the Commission
any notice pursuant to Rule 401(g)(2) of the 1933 Act Regulations objecting to the use of the automatic shelf registration statement
form.

 

At the earliest
time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of
the 1933 Act Regulations) of the Securities, the Company was not and is not an “ineligible issuer,” as defined in Rule
405.

 

(ii)             
Registration Statement, Prospectus and Disclosure at Time of Sale. The Original Registration Statement became effective
upon filing under Rule 462(e) of the 1933 Act Regulations (“Rule 462(e)”) on June 6, 2018, and any post-effective amendment
thereto also became effective upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement
has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge
of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has
been complied with.

 

Any offer
that is a written communication relating to the Securities made prior to the filing of the Original Registration Statement by the
Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) of the 1933 Act Regulations)
has been filed with the Commission in accordance with the exemption provided by Rule 163 of the 1933 Act Regulations (“Rule
163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to
qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163.

 

 

At the respective
times the Original Registration Statement and each amendment thereto, if any, became effective, and at each deemed effective date
with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations and at the Closing Time, the Registration
Statement complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations,
and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading.

 

Neither the
Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued,
included or, at the Closing Time, will include an untrue statement of a material fact or omitted or, at the Closing Time, will
omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading.

 

Each preliminary
prospectus (including the Base Prospectus filed as part of the Original Registration Statement or any amendment thereto) complied,
when so filed, in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered
to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed
with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

 

As of the
Applicable Time, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable
Time (as defined below) and the Statutory Prospectus (as defined below), all considered together (collectively, the “General
Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus (as defined below) or any “road
show” (as defined in Rule 433 (as defined below)) not constituting an Issuer Free Writing Prospectus, when considered together
with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

 

As used in
this subsection and elsewhere in this Agreement:

 

“Applicable
Time” means 4:40 p.m. (Eastern time) on December 2, 2020 or such other time as agreed by the Company and the Representatives.

 

“Issuer
Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations
(“Rule 433”), relating to the Securities that (i) is required to be filed with the Commission by the Company, (ii)
is a road show that is a “written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to
be filed with the Commission or (iii) is exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains
a description of the Securities or the offering that does not reflect the final terms, in each case, in the form filed or required
to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to
Rule 433(g).

 

 

“Issuer
General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to
prospective investors, as evidenced by its being specified in Schedule B hereto.

 

“Issuer
Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing
Prospectus.

 

“Statutory
Prospectus” as of any time means the prospectus relating to the Securities that is included in the Registration Statement
immediately prior to that time, including any document incorporated by reference therein and any preliminary or other prospectus
deemed to be a part thereof.

 

Each Issuer
Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of
the Securities or until any earlier date that the Company notified or notifies the Representatives as described in Section 3(e),
did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained
in the Registration Statement, the General Disclosure Package or the Prospectus, including any document incorporated by reference
therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified.

 

The representations
and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, the Prospectus,
any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by
any Underwriter through the Representatives expressly for use therein.

 

(iii)           
Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration
Statement, the General Disclosure Package and the Prospectus, at the time they were or hereafter are filed with the Commission,
complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission
thereunder (the “1934 Act Regulations”), and, when read together with the other information in the General Disclosure
Package, (a) at the time the Original Registration Statement became effective and (b) at the earlier of the time the Prospectus
was first used and the date and time of the first contract of sale of Securities in this offering, did not and, at the Closing
Time, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading.

 

(iv)            
Independent Accountants. The accounting firm who certified the financial statements and supporting schedules included
in the Registration Statement, the General Disclosure Package and the Prospectus is an independent registered public accounting
firm with respect to the Company and its subsidiaries as required by the 1933 Act and the 1933 Act Regulations.

 

 

(v)              
Financial Statements. The financial statements included in the Registration Statement, the General Disclosure Package
and the Prospectus, together with the related schedules and notes thereto, present fairly in all material respects the financial
position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’
equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have
been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”)
applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material
respects the information required to be stated therein. The interactive data in eXtensible Business Reporting Language incorporated
by reference in the Registration Statement, the General Disclosure Package or the Prospectus fairly presents the required information
in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

 

(vi)            
Statutory Financial Statements. The statutory financial statements dated as of December 31, 2019 of the Company’s
insurance company subsidiaries have, for such period, been prepared in accordance with statutory accounting principles prescribed
or permitted by the National Association of Insurance Commissioners and, with respect to each insurance company subsidiary, the
appropriate insurance department of the state of domicile of such insurance company subsidiary, and such accounting practices have
been applied on a consistent basis throughout the periods presented.

 

(vii)         
No Republishing of Regulatory or Financial Reports. None of the Company or any of its subsidiaries has been requested
by a Government Entity (as defined below) to republish, restate or refile, in any material respect, any regulatory or financial
report in the last three years.

 

(viii)       
No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration
Statement, the General Disclosure Package or the Prospectus, except as otherwise stated therein, (A) there has been no material
adverse change, and no development involving a prospective material adverse change, in the condition, financial or otherwise, or
in the earnings or business affairs of the Company and its subsidiaries considered as one enterprise, whether or not arising in
the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by
the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to
the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the common stock,
par value $2.00 per share, of the Company in amounts per share that are consistent with past practice, there has been no dividend
or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

 

(ix)             
Good Standing of the Company. The Company has been duly organized and is validly existing as a corporation in good
standing under the laws of the State of New Jersey and has corporate power and authority to own, lease and operate its properties
and to conduct its business as described in the General Disclosure Package and the Prospectus and to enter into and perform its
obligations under this Agreement, the Deposit Agreement and the Securities; and the Company is duly qualified as a foreign corporation
to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason
of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing
would not reasonably be expected to result in a Material Adverse Effect.

 

 

(x)              
Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined
in Rule 1-02 of Regulation S-X) (each such “significant subsidiary,” a “Designated Subsidiary” and, collectively,
the “Designated Subsidiaries”) has been duly organized and is validly existing as a corporation in good standing under
the laws of the jurisdiction of its incorporation, has the corporate power and authority to own, lease and operate its properties
and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign
corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether
by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified or to
be in good standing would not reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the
General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each such Designated Subsidiary
has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through
subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding
shares of capital stock of any Designated Subsidiary was issued in violation of any preemptive or similar rights of any securityholder
of such Designated Subsidiary. For the avoidance of doubt, the Designated Subsidiaries are: (1) Selective Insurance Company of
America, (2) Selective Way Insurance Company, and (3) Selective Insurance Company of South Carolina.

 

(xi)             
Capitalization. The authorized, issued and outstanding capital stock of the Company is as set forth in the General
Disclosure Package and the Prospectus in the column entitled “Actual” under the caption “Capitalization”
and under the caption “Description of Capital Stock” (except for subsequent issuances pursuant to this Agreement and
the Deposit Agreement, reservations, agreements, or employee benefit plans referred to in the General Disclosure Package and the
Prospectus or pursuant to the exercise of convertible securities or options referred to in the General Disclosure Package and the
Prospectus). The shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and
are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the
preemptive or other similar rights of any securityholder of the Company; and the authorized capitalization of the Company and its
subsidiary insurance companies complies in all material respects with all applicable regulatory requirements with respect thereto.

 

(xii)            
Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company.

 

 

(xiii)           
Authorization of Certificate of Amendment. The Certificate of Amendment has been validly authorized by the Company.

 

(xiv)           
Authorization of Deposit Agreement. The Deposit Agreement has been duly authorized by the Company, and, when duly
executed and delivered by the Company at the Closing Time, the Deposit Agreement will be a valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting
enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless
of whether enforcement is considered in a proceeding in equity or at law).

 

(xv)            
Authorization of the Preferred Shares and the Securities. (i) The deposit of the Preferred Shares by the Company
in accordance with the Deposit Agreement has been duly authorized by the Company, (ii) the Preferred Shares have been duly authorized
by the Company, and when the Securities are issued and delivered to and paid for by the Underwriters pursuant to this Agreement
and the Preferred Shares are issued and deposited in accordance with the terms of the Deposit Agreement, the Preferred Shares will
be validly issued and fully paid and non-assessable and (iii) assuming due execution and delivery of the Depositary Receipts and
the Deposit Agreement by the Depositary and issuance in accordance with the terms of the Deposit Agreement, each Depositary Receipt
will be validly issued and will entitle the holder thereof to the benefits provided therein and in the Deposit Agreement.

 

(xvi)           
Description of the Preferred Shares and the Securities. The Securities and the Preferred Shares will conform in all
material respects to the respective statements relating thereto contained in the General Disclosure Package and the Prospectus
and, in the case of the Preferred Shares only, such statements will conform in all material respects to the rights set forth in
the Certificate of Amendment establishing the Series B Preferred Stock.

 

(xvii)          
Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter
or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any
contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the
Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets
of the Company or any of its subsidiaries is subject (collectively, “Agreements and Instruments”), except for such
defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance
of this Agreement, the Deposit Agreement and the Securities and any other agreement or instrument entered into or issued or to
be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby or in the Registration
Statement, the General Disclosure Package and the Prospectus and the consummation of the transactions contemplated herein and in
the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities
and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under
the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Deposit Agreement
and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without
the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined
below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company
or any of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment
Events or liens, charges or encumbrances that, singly or in the aggregate, would not reasonably be expected to result in a Material
Adverse Effect), nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order,
writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company
or any of its subsidiaries or any of their assets, properties or operations (a “Government Entity”) except for such
violations that would not reasonably be expected to result in a Material Adverse Effect, nor will any such action result in any
violation of the provisions of the charter or by-laws of the Company or any Designated Subsidiary. As used herein, a “Repayment
Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any
person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of
such indebtedness by the Company or any of its subsidiaries.

 

 

(xviii)         
Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain a system of internal
accounting controls sufficient to provide reasonable assurances that (1) transactions are executed in accordance with management’s
general or specific authorization; (2) transactions are recorded as necessary to permit preparation of financial statements in
conformity with GAAP and to maintain accountability for assets; (3) access to assets is permitted only in accordance with management’s
general or specific authorization; (4) the recorded accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences and (5) the interactive data in eXtensible Business Reporting
Language incorporated by reference in the Registration Statement, General Disclosure Package and the Prospectus fairly presents
the required information in all material respects and has been prepared in accordance with the Commission’s rules and guidelines
applicable thereto. Except as described in the General Disclosure Package and Prospectus, since the end of the Company’s
most recent audited fiscal year, there has been (I) no material weakness in the Company’s internal control over financial
reporting (whether or not remediated) and (II) no change in the Company’s internal control over financial reporting that
has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

The Company
and its consolidated subsidiaries employ disclosure controls and procedures that are designed to ensure that information required
to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and
reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the
Company’s management, including its principal executive officer or officers and principal financial officer or officers,
as appropriate, to allow timely decisions regarding disclosure.

 

 

(xix)            
Insurance Laws. Each of the Company’s subsidiaries that is an insurance company is in compliance with the requirements
of the insurance laws and regulations of its jurisdiction of incorporation and the insurance laws and regulations of the jurisdictions
which are applicable to each such subsidiary, and has filed all notices, reports, documents or other information required to be
filed thereunder, except where the failure to so comply or file would not reasonably be expected to result in a Material Adverse
Effect.

 

(xx)             
Reinsurance. (a) All reinsurance treaties and arrangements to which any Designated Subsidiary is a party and as to
which any of them reported recoverables, premiums due or other amounts in its most recent statutory financial statements are in
full force and effect, except where the failure of such treaties and arrangements to be in full force and effect would not reasonably
be expected to result in a Material Adverse Effect; and (b)(i) no Designated Subsidiary has received any notice from any of the
other parties to such treaties, contracts or agreements that such other party intends not to perform such treaty and (ii) the Company
has no knowledge that any of the other parties to such treaties or arrangements will be unable to perform such treaty or arrangement,
except, in each of the above cases, (1) to the extent adequately and properly reserved for, in accordance with GAAP, as disclosed
in the consolidated financial statements of the Company included in the General Disclosure Package and the Prospectus or (2) for
such non-performance, violations or defaults that would not reasonably be expected to result in a Material Adverse Effect.

 

(xxi)            
No Material Changes in Insurance Reserving Practices. Except as disclosed in the General Disclosure Package and the
Prospectus, the Company and its subsidiaries have made no material changes in their insurance reserving practices since the most
recent audited financial statements included or incorporated in the General Disclosure Package and the Prospectus.

 

(xxii)           
Ratings. Since the date of this Agreement, the various financial strength ratings assigned to the Company’s
subsidiaries have not been lowered or threatened to be lowered (including an unfavorable change in outlook) by A.M. Best Ratings
Services, Inc. (“A.M. Best”), S&P Global Ratings, a division of S&P Global, Inc. (“S&P”), Moody’s
Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”), as applicable, nor, to the Company’s
knowledge, have such ratings been placed under surveillance or review by A.M. Best, S&P, Moody’s or Fitch, as applicable,
with negative implications.

 

(xxiii)         
Absence of Labor Dispute. No labor dispute with the employees of the Company or any of its subsidiaries exists or,
to the knowledge of the Company, is imminent, and, without independent investigation, the Company is not aware of any existing
or imminent labor disturbance by the employees of any of its or any of its subsidiaries’ principal suppliers, manufacturers,
customers or contractors, which, in either case, would reasonably be expected to result in a Material Adverse Effect.

 

 

(xxiv)         
Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court
or governmental agency or body, domestic or foreign, including any agency charged with the supervision or regulation of insurance
companies or holding companies of insurance companies, now pending, or, to the knowledge of the Company, threatened, against or
affecting the Company or any of its subsidiaries which is required to be disclosed in the Registration Statement, the General Disclosure
Package and the Prospectus (other than as disclosed therein) or that would reasonably be expected to result in a Material Adverse
Effect, or that would reasonably be expected to materially and adversely affect the properties or assets of the Company and its
subsidiaries or the performance by the Company of its obligations hereunder.

 

(xxv)           
Absence of Manipulation. Neither the Company nor any of its affiliates, as such term is defined in Rule 501(b) under
the 1933 Act (each, an “Affiliate”), has taken, nor will the Company or any Affiliate take, directly or indirectly,
any action which is designed to or which has constituted or which would be expected to cause or result in stabilization or manipulation
of the price of any security of the Company to facilitate the sale or resale of the Securities.

 

(xxvi)         
Accuracy of Exhibits. There are no contracts or documents which are required to be described in the Registration
Statement, the General Disclosure Package, the Prospectus or the documents incorporated by reference therein or to be filed as
exhibits thereto which have not been so described and filed as required.

 

(xxvii) 
       Possession of Intellectual Property. The Company and its subsidiaries own or possess, or can acquire on reasonable
terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented
and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or
other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated
by them, and neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement
of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which
would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its subsidiaries
therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy,
singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

 

(xxviii)       
Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration,
qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company
of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation
of the transactions contemplated by this Agreement or the Deposit Agreement, except such as have been already obtained or as may
be required under the 1933 Act or the 1933 Act Regulations or state securities laws or insurance securities laws of any jurisdiction
in connection with the offer, purchase and distribution of the Securities in the manner contemplated herein or in the Registration
Statement, the General Disclosure Package and the Prospectus.

 

 

(xxix)          
Possession of Licenses and Permits. The Company and its subsidiaries possess such licenses, certificates or permits
(including, without limitation, insurance licenses from the insurance departments of the various states and jurisdictions where
the Company or its subsidiaries write insurance or otherwise conduct insurance or reinsurance business, as the case may be, or
as may be required by any applicable insurance statutes of such states or other jurisdictions (collectively, the “Insurance
Licenses”)), approvals, consents and other authorizations (collectively, including the Insurance Licenses, the “Governmental
Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct
the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, reasonably be
expected to result in a Material Adverse Effect; the Company and its subsidiaries are in compliance with the terms and conditions
of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, reasonably be expected
to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the
invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not,
singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither the Company nor any of its
subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses
which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to
result in a Material Adverse Effect.

 

(xxx)           
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by
the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages,
pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General
Disclosure Package and the Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and
do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries;
and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise,
and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Prospectus,
are in full force and effect, and neither the Company nor any of its subsidiaries has any notice of any material claim of any sort
that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases
mentioned above, or affecting or questioning the rights of the Company or any subsidiary thereof to the continued possession of
the leased or subleased premises under any such lease or sublease that would reasonably be expected to result in a Material Adverse
Effect.

 

(xxxi)          
Environmental Laws. Except as described in the General Disclosure Package and the Prospectus and except for such
matters as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the
Company nor any of its subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance,
code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative
order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation,
ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and
regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous
substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”)
or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials
(collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations and approvals
required under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or
threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance
or violation, investigation or proceedings relating to any Environmental Law against the Company or any of its subsidiaries and
(D) there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation,
or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company or any of
its subsidiaries relating to Hazardous Materials or any Environmental Laws.

 

 

(xxxii)         
Investment Company Act. The Company is not required and, upon the issuance and sale of the Securities as herein contemplated
and the application of the net proceeds therefrom as described in the General Disclosure Package and the Prospectus, will not be
required to register as an “investment company” under the Investment Company Act of 1940, as amended.

 

(xxxiii)        
Compliance with the Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or any of the
Company’s directors or officers, in their capacities as such, to comply in all material respects with any provision of the
Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”),
including Section 402 related to loans and Sections 302 and 906 related to certifications.

 

(xxxiv)       
Pending Proceedings and Examinations. The Registration Statement is not the subject of a pending proceeding or examination
under Section 8(d) or 8(e) of the 1933 Act, and the Company is not the subject of a pending proceeding under Section 8A of the
1933 Act in connection with the offering of the Securities.

 

(xxxv)        
Stock Option Awards. All stock option awards granted by the Company have been appropriately authorized by the board
of directors of the Company or a duly authorized committee thereof, including approval of the exercise or purchase price or the
methodology for determining the exercise or purchase price and the substantive terms of the stock options awards; all stock options
granted to employees in the United States reflect the fair market value of the Company’s capital stock as determined under
Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder, or any successor
statute, rules and regulations thereto, on the date the option was granted (within the meaning of United States Treasury Regulation
§ 1.421-1(c)); no stock options awards granted by the Company have been retroactively granted, or the exercise or purchase
price of any stock option award determined retroactively; there is no action, suit, proceeding, formal inquiry or formal investigation
before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company,
threatened, against or affecting the Company in connection with any stock option awards granted by the Company; and there is no
action, suit, proceeding, formal inquiry or formal investigation before or brought by any court or governmental agency or body,
domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company in connection
with any stock option awards granted by the Company.

 

 

(xxxvi)          No
Unlawful Payments
. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer,
agent, employee or affiliate of the Company or any of its subsidiaries (i) has made any unlawful bribe, rebate, payoff, influence
payment, kickback or other unlawful payment or (ii) is aware of or has taken any action, directly or indirectly, that would result
in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder
(the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate
commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property,
gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term
is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention
of the FCPA, and the Company and its subsidiaries have conducted their businesses in compliance with the FCPA and have instituted
and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance
therewith.

 

(xxxvii)        Compliance with Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted
at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions
Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder
and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively,
the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority
or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending
or, to the best knowledge of the Company, threatened.

 

(xxxviii)      
Compliance with OFAC. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director,
officer, agent, employee or Affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered
by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”); and the Company will not directly
or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such
proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any
person currently subject to any U.S. sanctions administered by OFAC.

 

 

(xxxix)        
Cybersecurity. (A) There has been no security breach or incident, unauthorized access or disclosure, or other compromise
of the Company or any of its subsidiaries’ information technology and computer systems, networks, hardware, software, data
and databases (including the data and information of their respective customers, employees, vendors and any third party data maintained,
processed or stored by the Company or any of its subsidiaries, and any such data processed or stored by third parties on behalf
of the Company or any of its subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (B) the
Company and its subsidiaries have not been notified of, and have no knowledge of any event or condition that would result in, any
security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (C) the Company
and its subsidiaries have implemented controls, policies, procedures, and technological safeguards to maintain and protect the
integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards
and practices, or as required by applicable regulatory standards, except with respect to clauses (A) and (B), for any such security
breach or incident, unauthorized access or disclosure, or other compromises, as would not, individually or in the aggregate, result
in a Material Adverse Effect, or with respect to clause (C), where the failure to do so would not, individually or in the aggregate,
result in a Material Adverse Effect. The Company and its subsidiaries are presently in compliance with all applicable laws or statutes
and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies
and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems
and Data from unauthorized use, access, misappropriation or modification.

 

(b)          
Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered
to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each
Underwriter as to the matters covered thereby.

 

SECTION 2.             
Sale and Delivery to Underwriters; Closing.

 

(a)          
Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions
herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and
not jointly, agrees to purchase from the Company, at a price equal to (i) $24.2125 per Security sold to retail investors and (ii)
$24.5000 per Security sold to institutional investors (for an aggregate purchase price of $195,939,567.50), the number of Securities
set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Securities which such Underwriter
may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject to such adjustments as the Representatives
in their sole discretion shall make to ensure that any sales or purchases are in authorized denominations, payable at the Closing
Time.

 

 

(b)          
Payment. Payment of the purchase price for, and delivery of certificates for, the Securities shall be made at the
offices of Sidley Austin LLP, 787 7th Avenue, New York, New York 10019, or at such other place as shall be agreed upon by the Representatives
and the Company, at 9:00 A.M. (Eastern time) on the fifth business day after the date hereof (unless postponed in accordance with
the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the
Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”).

 

Payment shall be made
to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to
the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them.
It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for,
and make payment of the purchase price for, the Securities, if any, which it has agreed to purchase. The Representatives, individually
and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the
Securities, to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not
relieve such Underwriter from its obligations hereunder.

 

(c)           
Denominations; Registration. Certificates for the Depositary Shares comprising the Securities shall be in such denominations
and registered in such names as the Representatives may request in writing at least one full business day before the Closing Time.
The Securities will be made available for examination by the Representatives in The City of New York not later than 10:00 A.M.
(Eastern time) on the business day prior to the Closing Time.

 

SECTION 3.             
Covenants of the Company. The Company covenants with each Underwriter as follows:

 

(a)          
Compliance with Securities Regulations and Commission Requests; Payment of Filing Fees. The Company, subject to Section
3(b), will comply with the requirements of Rule 430B and will notify the Representatives immediately, and confirm the notice in
writing, (i) when any post-effective amendment to the Registration Statement or new registration statement relating to the Securities
shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt
of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or
the filing of a new registration statement or any amendment or supplement to the Prospectus or any document incorporated by reference
therein or otherwise deemed to be a part thereof or for additional information, (iv) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing
or suspending the use of any preliminary prospectus or the Prospectus, or of the suspension of the qualification of the Securities
for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of
any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the
subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will effect
the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule
424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for
filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such
prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued,
to obtain the lifting thereof at the earliest possible moment. The Company shall pay the required Commission filing fees relating
to the Securities within the time required by Rule 456(b)(l)(i) of the 1933 Act Regulations without regard to the proviso therein
and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act Regulations (including, if applicable, by updating the
“Calculation of Registration Fee” table in accordance with Rule 456(b)(l)(ii) either in a post-effective amendment
to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

 

 

(b)          
Filing of Amendments and Exchange Act Documents; Preparation of Final Term Sheet. The Company will give the Representatives
notice of its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to
the Securities or any amendment, supplement or revision to either any preliminary prospectus (including the Base Prospectus included
in the Original Registration Statement or amendment thereto at the time it became effective) or any amendment, supplement or revision
to the General Disclosure Package or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Company
will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or
use, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters
shall reasonably object. The Company has given the Representatives notice of any filings made pursuant to the 1934 Act or 1934
Act Regulations within 48 hours prior to the Applicable Time; the Company will give the Representatives notice of its intention
to make any such filing from the Applicable Time to the Closing Time and will furnish the Representatives with copies of any such
documents a reasonable amount of time prior to such proposed filing and will not file or use any such document to which the Representatives
or counsel for the Underwriters shall reasonably object. The Company will prepare a final term sheet (the “Final Term Sheet”)
reflecting the final terms of the Securities, in form and substance satisfactory to the Representatives, and shall file such Final
Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to the close of business two business
days after the date hereof; provided that the Company shall furnish the Representatives with copies of any such Final Term Sheet
a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives
or counsel to the Underwriters shall reasonably object.

 

(c)          
Delivery of Registration Statements. The Company has furnished or will deliver to the Representatives and counsel
for the Underwriters, without charge, signed copies of the Original Registration Statement and of each amendment thereto (including
exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference
therein or otherwise deemed to be a part thereof) and signed copies of all consents and certificates of experts, and will also
deliver to the Representatives, without charge, a conformed copy of the Original Registration Statement and of each amendment thereto
(without exhibits) for each of the Underwriters. The copies of the Original Registration Statement and each amendment thereto furnished
to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR,
except to the extent permitted by Regulation S-T.

 

 

(d)          
Delivery of Prospectuses. The Company has delivered to each Underwriter, without charge, as many copies of each preliminary
prospectus as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted
by the 1933 Act. The Company will furnish to each Underwriter, without charge, during the period when the Prospectus is required
to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may
reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to
the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation
S-T.

 

(e)          
Continued Compliance with Securities Laws. The Company will comply with the 1933 Act and the 1933 Act Regulations
and the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated
in this Agreement and in the General Disclosure Package and the Prospectus. If at any time when a prospectus is required by the
1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result
of which it is necessary, in the opinion of counsel for the Underwriters or for the Company, to amend the Registration Statement
or amend or supplement the General Disclosure Package or the Prospectus in order that such document will not include any untrue
statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading,
in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion
of such counsel, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement
the General Disclosure Package or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations
and the 1934 Act or the 1934 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section
3(b), such amendment, supplement or new registration statement as may be necessary to correct such statement or omission or to
comply with such requirements, the Company will use its best efforts to have such amendment or new registration statement declared
effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Securities) and the
Company will furnish to the Underwriters such number of copies of such amendment, supplement or new registration statement as the
Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs
an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information
contained in the Registration Statement (or any other registration statement relating to the Securities) or the General Disclosure
Package or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading,
the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free
Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

 

(f)           
Blue Sky Qualifications. The Company will use its best efforts, in cooperation with the Underwriters, to qualify
the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions as the Representatives
may designate and to maintain such qualifications in effect as long as required for the sale of the Securities; provided, however,
that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation
or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of
doing business in any jurisdiction in which it is not otherwise so subject. The Company will also supply the Underwriters with
such information as is necessary for the determination of the legality of the Securities for investment under the laws of such
jurisdictions as the Underwriters may reasonably request.

 

 

(g)              
Rating of Securities. The Company shall take all reasonable action necessary to enable S&P, Moody’s and
Fitch to provide their respective credit ratings of the Securities.

 

(h)              
DTC. The Company will cooperate with the Representatives and use its best efforts to permit the offered Securities
to be eligible for clearance and settlement through the facilities of The Depository Trust Company.

 

(i)                
Rule 158. The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally
available to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters
the benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act.

 

(j)                
Use of Proceeds. The Company will use the net proceeds received by it from the sale of the Securities in the manner
specified in the General Disclosure Package and the Prospectus under “Use of Proceeds.”

 

(k)              
Restriction on Sale of Securities. During the period commencing on the date hereof and continuing, and including,
30 days after the date of the Prospectus, the Company will not, without the prior written consent of the Representatives, directly
or indirectly issue, sell, offer, or contract to sell, grant any option for the sale of or otherwise transfer or dispose of, or
announce the offering of, or file any registration under the 1933 Act in respect of, any preferred securities, any preferred stock
or any other securities of the Company, in each case that are substantially similar to the Preferred Shares, or any securities
exchangeable or convertible into the shares of Series B Preferred Stock or such substantially similar securities of the Company
(other than as contemplated by this Agreement with respect to the Securities).

 

(l)                
Listing. The Company will use its best efforts to effect the listing on the Nasdaq Global Select Market of the Depositary
Shares comprising the Securities within 30 days as of the date hereof.

 

(m)             
Reporting Requirements. The Company, during the period when the Prospectus is required to be delivered under the
1933 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required
by the 1934 Act and the 1934 Act Regulations.

 

(n)              
Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of
the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the
Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer
free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,”
as defined in Rule 405, required to be filed with the Commission; provided, however, that prior to the preparation of the Final
Term Sheet in accordance with Section 3(b), the Underwriters are authorized to use the information with respect to the final terms
of the Securities in communications conveying information relating to the offering to investors. Any such free writing prospectus
consented to by the Company and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.”
The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer
free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable
to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

 

 

SECTION 4.             
Payment of Expenses.

 

(a)              
Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement,
including (i) the preparation, printing and filing of the Registration Statement, the General Disclosure Package and the Prospectus
(including financial statements and any schedules or exhibits and any document incorporated therein by reference) as originally
filed and of each amendment or supplement thereto, (ii) the preparation, printing and delivery to the Underwriters of this Agreement,
the Deposit Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or
delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities to the Underwriters,
(iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Securities
under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and
disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey
and any supplement thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus, any Permitted
Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto and any costs associated with electronic
delivery of any of the foregoing by the Underwriters to investors, (vii) the preparation, printing and delivery to the Underwriters
of copies of the Blue Sky Survey and any supplement thereto, (viii) the filing fees incident to, and the reasonable fees and disbursements
of counsel to the Underwriters in connection with, the review, if any, by the Financial Industry Regulatory Authority, Inc. (“FINRA”)
of the terms of the sale of the Securities, (ix) the fees and expenses of the transfer agent and the Depositary for the Securities,
(x) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection
with the marketing of the Securities, including without limitation, expenses associated with the production of road show slides
and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses
of the representatives and officers of the Company and any such consultants, and the cost of other transportation chartered in
connection with the road show, (xi) any fees payable in connection with the rating of the Securities and (xii) the fees and expenses
incurred in connection with the listing of the Securities on the Nasdaq Global Select Market.

 

(b)              
Termination of Agreement. If this Agreement is terminated by the Representatives in accordance with the provisions
of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their reasonable out-of-pocket
expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

 

 

SECTION 5.            
Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject
to the accuracy of the representations and warranties of the Company contained in Section 1 hereof or in certificates of any officer
of the Company or any of its subsidiaries delivered pursuant to the provisions hereof, to the performance by the Company of its
covenants and other obligations hereunder, and to the following further conditions:

 

(a)              
Effectiveness of Registration Statement; Filing of Prospectus; Payment of Filing Fee. The Registration Statement
has become effective and, at Closing Time, no stop order suspending the effectiveness of the Registration Statement shall have
been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of
the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters.
A prospectus containing the Rule 430B Information shall have been filed with the Commission in the manner and within the time period
required by Rule 424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have
been filed and become effective in accordance with the requirements of Rule 430B). The Company shall have paid the required Commission
filing fees relating to the Securities within the time period required by Rule 456(b)(l)(i) of the 1933 Act Regulations without
regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act Regulations and, if applicable,
shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(l)(ii) either in a post-effective
amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b).

 

(b)              
Opinion of Counsel for Company. At Closing Time, the Representatives shall have received the favorable opinions and
letter, dated as of Closing Time, of (i) Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Company, in form and substance
satisfactory to the Representatives and (ii) Robyn P. Turner, Vice President, Assistant General Counsel and Corporate Secretary
of the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of
such letter for each of the other Underwriters and to such further effect as counsel to the Underwriters may reasonably request.

 

(c)              
Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion,
dated as of Closing Time, of Sidley Austin LLP, counsel for the Underwriters, together with signed or reproduced copies of such
letter for each of the other Underwriters in form and substance satisfactory to the Representatives.

 

(d)              
Officers’ Certificate. At Closing Time, there shall not have been, since the date hereof or since the respective
dates as of which information is given in the Prospectus or the General Disclosure Package, any material adverse change, or any
development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings or business
affairs of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business,
and the Representatives shall have received a certificate of the President or a senior executive, executive or senior vice president
of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Time, to the effect that
(i) there has been no such material adverse change and no such development involving a prospective material adverse change, (ii)
the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly
made at and as of Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to
be performed or satisfied at or prior to Closing Time, and (iv) no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated
by the Commission.

 

 

(e)              
Accountant’s Comfort Letter. At the time of the execution of this Agreement, the Representatives shall have
received from KPMG LLP a letter dated such date, in form and substance satisfactory to the Representatives, together with signed
or reproduced copies of such letter for each of the other Underwriters, containing statements and information of the type ordinarily
included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain
financial information contained in the Registration Statement, the General Disclosure Package and the Prospectus.

 

(f)               
Bring-down Comfort Letter. At Closing Time, the Representatives shall have received from KPMG LLP a letter, dated
as of Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (e) of
this Section, except that the specified date referred to therein for the carrying out of procedures shall be a date not more than
three business days prior to Closing Time.

 

(g)              
Maintenance of Rating. At Closing Time, the Securities shall be rated at least                                               and the Company shall have delivered to the Representatives a letter, dated the Closing Time, from each such
rating agency, or other evidence satisfactory to the Representatives, confirming that the Securities have such ratings; and since
the date of this Agreement, there shall not have occurred a downgrading in the rating assigned to the Securities or any of the
Company’s other securities or the Company’s financial strength or claims paying ability by any “nationally recognized
statistical rating agency,” as that term is defined by the Commission for purposes of Section 3(a)(62) of the 1934 Act, and
no such organization shall have publicly announced that it has under surveillance or review its rating of the Securities or any
of the Company’s other securities or the Company’s financial strength or claims paying ability.

 

(h)              
Submission of Listing. At or before the Closing Time, the Company shall have submitted an application to list the
Securities on the Nasdaq Global Select Market.

 

(i)                
Additional Documents. At Closing Time, counsel for the Underwriters shall have been furnished with such documents
and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities
as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of
any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the
Securities as herein contemplated shall be reasonably satisfactory in form and substance to the Representatives and counsel for
the Underwriters.

 

(j)                
Termination of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required
to be fulfilled, this Agreement, may be terminated by the Representatives by written notice to the Company at any time at or prior
to Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section
4 and except that Sections 1, 6, 7 and 8 shall survive any such termination and remain in full force and effect.

 

 

(k)              
Certificate Evidencing the Deposit. At the Closing Time, the Representatives shall have received from the Depositary
a copy of the certificate, if any, evidencing the deposit of the Preferred Shares.

 

(l)                
Certificate of Amendment. The Certificate of Amendment shall have been duly filed with the office of the Secretary
of State of the State of New Jersey.

 

SECTION 6.             
Indemnification.

 

(a)              
Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its directors,
officers, employees, Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

 

(i)          
against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement
or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the
Rule 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary
to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material
fact contained in any preliminary prospectus, any Issuer Free Writing Prospectus, any “road show” (as defined in Rule
433) not constituting an Issuer Free Writing Prospectus, or the Prospectus (or any amendment or supplement thereto), or the omission
or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading;

 

(ii)          
against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount
paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened,
or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission;
provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and

 

(iii)        
against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representatives),
reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission,
or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above;

 

provided, however, that this
indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement
or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished
to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment
thereto), including the Rule 430B Information or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus
(or any amendment or supplement thereto).

 

 

(b)              
Indemnification of Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless
the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim,
damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to
untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment
thereto), including the Rule 430B Information or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus
(or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by
such Underwriter through the Representatives expressly for use therein.

 

(c)              
Actions Against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable
to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure
to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise
than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the
indemnified parties shall be selected by the Representatives, and, in the case of parties indemnified pursuant to Section 6(b)
above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense
in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent
of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees
and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties
in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general
allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle
or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution
could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all
liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

 

(d)              
Settlement Without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying
party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable
for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party
shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii)
such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such
settlement.

 

 

SECTION 7.             
Contribution. If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient
to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then
each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred
by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other hand from the offering of the Securities pursuant to this Agreement or
(ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of
the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims,
damages or expenses, as well as any other relevant equitable considerations.

 

The relative benefits
received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Securities
pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering
of the Securities pursuant to this Agreement (before deducting expenses) received by the Company and the total underwriting discount
received by the Underwriters, in each case as set forth on the cover of the Prospectus bear to the aggregate initial public offering
price of the Securities as set forth on the cover of the Prospectus.

 

The relative fault
of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things,
whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact
relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.

 

The Company and the
Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does
not take account of the equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities,
claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include
any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever
based upon any such untrue or alleged untrue statement or omission or alleged omission.

 

Notwithstanding the
provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of
any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement
or omission or alleged omission.

 

 

No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

 

For purposes of this
Section 7, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the
1934 Act and each Underwriter’s directors, officers, employees, Affiliates and selling agents shall have the same rights
to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration
Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations to contribute
pursuant to this Section 7 are several in proportion to the number of Securities set forth opposite their respective names in Schedule
A hereto and not joint.

 

SECTION 8.     
       
Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in
this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain
operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its directors,
officers, employees, Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person
controlling the Company, and (ii) delivery of and payment for the Securities.

 

SECTION 9.            
Termination of Agreement.

 

(a)              
Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at
or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as
of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material
adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or
in the earnings or business affairs of the Company and its subsidiaries considered as one enterprise, whether or not arising in
the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United
States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or
any change or development involving a prospective change in national or international political, financial or economic conditions,
in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to
market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company
has been suspended or materially limited by the Commission, the New York Stock Exchange or the Nasdaq Global Select Market, or
if trading generally on the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited,
or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges
or by such system or by order of the Commission, FINRA or any other governmental authority, (iv) a material disruption has occurred
in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been
declared by either Federal or New York authorities.

 

 

(b)              
Liabilities. If this Agreement is terminated pursuant to this Section, such termination shall be without liability
of any party to any other party except as provided in Section 4 hereof; and provided further that Sections 1, 6, 7 and 8 shall
survive such termination and remain in full force and effect.

 

SECTION 10.           
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at Closing Time to purchase
the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives
shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any
other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and
upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour
period, then:

 

(a)             
if the number of Defaulted Securities does not exceed 10% of the aggregate number of the Securities to be purchased hereunder,
each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the
proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting
Underwriters, or

 

(b)              
if the number of Defaulted Securities exceeds 10% of the aggregate number of the Securities to be purchased hereunder, this
Agreement shall terminate without liability on the part of any non-defaulting Underwriter.

 

No action taken pursuant
to this Section shall relieve any defaulting Underwriter from liability in respect of its default.

 

In the event of any
such default which does not result in a termination of this Agreement, either the Representatives or the Company shall have the
right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration
Statement, the General Disclosure Package or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter”
includes any person substituted for an Underwriter under this Section 10.

 

SECTION 11. 
         
Tax Disclosure. Notwithstanding any other provision of this Agreement, immediately upon commencement of discussions
with respect to the transactions contemplated hereby, the Company (and each employee, representative or other agent of the Company)
may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated
by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to the Company relating
to such tax treatment and tax structure. For purposes of the foregoing, the term “tax treatment” is the purported or
claimed federal income tax treatment of the transactions contemplated hereby, and the term “tax structure” includes
any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transactions contemplated
hereby.

 

 

SECTION 12.           
Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly
given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to (i)
Wells Fargo Securities, LLC at 550 South Tryon Street, 7th Floor, Charlotte, NC 28202, Attention: Transaction Management, Email:
tmgcapitalmarkets@wellsfargo.com; (ii) RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, NY 10281, Attention: Scott
Primrose/USDCM Transaction Management, Facsimile: (212) 428-6308; and (iii) BofA Securities, Inc., 1540 Broadway, NY8-540-26-02,
New York, NY 10036, Attention: High Grade Transaction Management/Legal, Facsimile (212) 901-7881, Email: dg.hg_ua_notices@bofa.com;
and notices to the Company shall be directed to it at 40 Wantage Avenue, Branchville, New Jersey, 07890, attention of Michael H.
Lanza, Esq., with a copy to Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York, 10036, attention
of Gregory Fernicola, Esq.

 

SECTION 13.           
No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the
Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related
discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several
Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction
each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or its stockholders,
creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility
in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether
such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the
Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the
Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ
from those of the Company, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect
to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the
extent it deemed appropriate.

 

SECTION 14.           
Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between
the Company and the Underwriters, or any of them, with respect to the subject matter hereof.

 

SECTION 15. 
Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters and the Company and
their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person,
firm or corporation, other than the Underwriters and the Company and their respective successors and the controlling persons and
officers and directors referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right,
remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and
provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters and the Company and their respective
successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit
of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason
merely of such purchase.

 

 

SECTION 16.           
Recognition of the U.S. Special Resolution Regimes.

 

(a)               
In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution
Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will
be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement,
and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

 

(b)              
In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject
to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such
Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special
Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

 

For purposes of this
Section 16: (a) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be
interpreted in accordance with, 12 U.S.C. § 1841(k); (b) “Covered Entity” means any of the following: (i) a “covered
entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered
bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered
FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (c) “Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,
as applicable; and (d) “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the
regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations
promulgated thereunder.

 

SECTION 17.          
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK applicable to agreements made and to be performed wholly within such state.

 

SECTION 18.          
TIME. TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY
REFER TO NEW YORK CITY TIME.

 

 

SECTION 19.           
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the same Agreement. This Agreement may be executed in counterparts,
each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and
the same instrument. The words “execution,” “signed,” “signature,” and words of like import
in this Agreement or in any other certificate, agreement or document related to this Agreement shall include images of manually
executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif”
or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic
signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated,
received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed
signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal
Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other
applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial
Code.

 

SECTION 20.           
Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

 

 

Execution Version

 

If the foregoing is
in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance
with its terms.

 

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

 

Signature Page

Underwriting Agreement

 

   

CONFIRMED AND ACCEPTED,

as of the date first above written:

 
 
WELLS
FARGO SECURITIES, LLC
 
   
By: /s/
Carolyn Hurley
 
  Name: Carolyn Hurley  
  Title: Director  

 

For itself and as a Representative of the
other Underwriters named in Schedule A hereto.

 

Signature Page

Underwriting Agreement

 

 

CONFIRMED AND ACCEPTED,

as of the date first above written:

 
 
BOFA
SECURITIES, INC.
 
   
By: /s/
Randolph B. Randolph
 
  Name: Randolph B. Randolph  
  Title: Managing Director  

 

For itself and as a Representative of the
other Underwriters named in Schedule A hereto.

 

Signature Page

Underwriting Agreement

 

 

CONFIRMED AND ACCEPTED,

as of the date first above written:

 
 
RBC CAPITAL MARKETS, LLC  
   
By: /s/
Scott G. Primrose
 
  Name: Scott G. Primrose  
  Title: Authorized Signatory  

 

For itself and as a Representative of the
other Underwriters named in Schedule A hereto.

 

Signature Page

Underwriting Agreement

 

 

SCHEDULE A

 

Name of Underwriters   Number of
Depositary Shares
(Securities)
 
Wells Fargo Securities, LLC     2,000,000  
BofA Securities, Inc.     2,000,000  
RBC Capital Markets, LLC     2,000,000  
Credit Suisse Securities (USA) LLC     600,000  
Goldman Sachs & Co. LLC     600,000  
BMO Capital Markets Corp.     160,000  
Boenning & Scattergood, Inc.     160,000  
JMP Securities LLC     160,000  
Keefe, Bruyette & Woods, Inc.     160,000  
Piper Sandler & Co.     160,000  
Total     8,000,000  

 

 

SCHEDULE B

 

Free Writing Prospectuses

 

Final Term Sheet, dated December 2, 2020, a copy of which is
attached hereto.

 

 

 

8,000,000 Depositary Shares,
Each Representing a 1/1,000th Interest in a Share of 4.60%

Non-Cumulative Preferred Stock,
Series B

 

Term Sheet

December 2, 2020

 

Issuer: Selective Insurance Group, Inc.
Depositary Shares Offered: 8,000,000 depositary shares, each representing a 1/1,000th interest in a share of the Issuer’s 4.60% Non-Cumulative Preferred Stock, Series B (“preferred stock”). At the consummation of the depositary shares offering, the Issuer will issue 8,000 shares of preferred stock.
Expected Ratings (Moody’s/S&P/Fitch)*:  
Format: SEC Registered
Offering Amount: $200,000,000
Trade Date: December 2, 2020
Settlement Date: December 9, 2020 (T+5)
Maturity Date: Perpetual
Dividend Rate: 4.60% on the liquidation amount of $25,000 for each share of preferred stock per year.
Dividend Payment Dates: 15th of March, June, September, and December, commencing March 15, 2021 (long first dividend payment period).
Liquidation Preference: $25,000 liquidation preference per share of preferred stock (equivalent to $25.00 per depositary share).
Price to Public: $25.00 per depositary share / $200 million total.
Underwriting discount: $0.7875 per depositary share sold to retail investors and $0.5000 per depositary share sold to institutional investors.

Net Proceeds, Before Expenses, to the Issuer:

 

$195,939,567.50.

 

 

Optional Redemption:

The Issuer may, at its option, redeem the preferred stock:

 

• in whole or in part, from time to time, on or after
December 15, 2025, at a redemption price equal to $25,000 per share of preferred stock (equivalent to $25.00 per depositary share),
plus an amount equal to any declared but unpaid dividends and the portion of the quarterly dividend per share attributable to the
then-current dividend period that has not been declared and paid to, but excluding, such redemption date;

 

• in whole but not in part, at any time prior to December
15, 2025, within 90 days after the occurrence of a “rating agency event” (as defined in the preliminary prospectus
supplement), at a redemption price equal to $25,500 per share of preferred stock (102% of the stated amount of $25,000 per share)
(equivalent to $25.50 per depositary share), plus an amount equal to any declared but unpaid dividends and the portion of the quarterly
dividend per share attributable to the then-current dividend period that has not been declared and paid to, but excluding, such
redemption date; and

 

•  in whole but not in part, at any time prior to
December 15, 2025, within 90 days after the occurrence of a “regulatory capital event” (as defined in the preliminary
prospectus supplement), at a redemption price equal to $25,000 per share of preferred stock (equivalent to $25.00 per depositary
share), plus an amount equal to any declared but unpaid dividends and the portion of the quarterly dividend per share attributable
to the then-current dividend period that has not been declared and paid to, but excluding, such redemption date.

 

Use of Proceeds: The Issuer intends to use the net proceeds from this offering for general corporate purposes, which may include the repurchase of shares of its common stock. On November 30, 2020, the Issuer’s board of directors authorized, subject to completion of this offering, the repurchase of up to $100 million of its common stock.
CUSIP / ISIN: 816300 503 / US8163005031
Listing:

The Issuer will apply to list the depositary shares on the Nasdaq Stock Market and expects trading on the Nasdaq Stock Market to begin within 30 days of the initial issuance of the depositary shares.

 

Joint Book-Running Managers:

Wells Fargo Securities, LLC

BofA Securities, Inc.

RBC Capital Markets, LLC

 

Joint Lead Managers:

Credit Suisse Securities (USA) LLC

Goldman Sachs & Co. LLC

 

Co-Managers:

BMO Capital Markets Corp.

Boenning & Scattergood, Inc.

JMP Securities LLC

Keefe, Bruyette & Woods, Inc.

Piper Sandler & Co.

 

 

 

*Note: A securities rating is
not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

 

The underwriters expect to deliver the depositary
shares on or about December 9, 2020, which is the fifth U.S. business day following the date hereof (such settlement being referred
to as “T+5”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle
in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade
the depositary shares prior to the second business day prior to the closing of the offering will be required, by virtue of the
fact that the depositary shares initially will settle in T+5, to specify alternative settlement arrangements to prevent a failed
settlement.

 

The
issuer has filed a registration statement, including a prospectus and a preliminary prospectus supplement, with the Securities
and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should
read the prospectus and the preliminary prospectus supplement in the registration statement and other documents the issuer has
filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by
visiting EDGAR on the SEC Web site at
www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating
in the offering will arrange to send you the prospectus if you request it by calling Wells Fargo Securities, LLC toll-free at 1-800-645-3751;
BofA Securities, Inc. toll-free at 1-800-294-1322; or RBC Capital Markets, LLC toll-free at 1-866-375-6829.

 

 

 

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

SELECTIVE INSURANCE GROUP PRICES $200
MILLION OFFERING OF PERPETUAL NON-CUMULATIVE PREFERRED STOCK

 

Branchville, NJ – December 2, 2020 – Selective Insurance
Group, Inc. (NASDAQ: SIGI) today announced that it priced an underwritten public offering of 8 million depositary shares, each
representing a 1/1,000th interest in a share of its 4.60% Non-Cumulative Preferred Stock, Series B, $25,000 liquidation preference
per share (equivalent to $25 per depositary share). The aggregate public offering price is
$200 million.

 

Selective intends to use the net proceeds from the offering
for general corporate purposes, which may include the repurchase of Selective’s common stock. Selective intends
to list the depositary shares on the
Nasdaq Global Select Market under the symbol
“SIGIP”. The offering is expected to close on or about December 9, 2020, subject to customary closing conditions.

 

Wells Fargo Securities, BofA Securities, and RBC Capital Markets
are acting as joint book-running managers for the offering. Goldman Sachs & Co. LLC and Credit Suisse are acting as joint lead
managers.

 

This press release does not constitute an offer to sell or a
solicitation to buy these depositary shares and there shall be no offer or sale of these securities in any jurisdiction in which
such an offer, solicitation, or sale would be unlawful. The depositary shares are being offered pursuant to an effective shelf
registration statement on Form S-3, as amended by post-effective amendment no. 1, which previously was filed with the Securities
and Exchange Commission (the “SEC”). The depositary shares may be offered only by means of a prospectus supplement and
accompanying base prospectus. Copies of these documents, when available, may be obtained by contacting:

 

· Wells
Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000, Minneapolis, MN 55402, Attention:
WFS Customer Service, toll-free: 1-800-645-3751 or email: wfscustomerservice@wellsfargo.com;
or

 

· BofA
Securities, Inc., NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001,
Attention: Prospectus Department or e-mail dg.prospectus_requests@bofa.com; or

 

· RBC
Capital Markets, LLC, Brookfield Place, 200 Vesey Street, 8th Floor, New York, NY 10281,
toll-free: 1-866-375-6829 or email: rbcnyfixedincomeprospectus@rbccm.com

 

 

About Selective Insurance Group, Inc.

 

Selective Insurance Group, Inc. is a holding company for 10
property and casualty insurance companies rated “A” (Excellent) by A.M. Best. Through independent agents, the insurance
companies offer standard and specialty insurance for commercial and personal risks and flood insurance through the National Flood
Insurance Program’s Write Your Own Program. Selective’s unique position as both a leading insurance group and an employer of choice
is recognized in a wide variety of awards and honors, including listing in the Fortune 1000 and being named one of “America’s
Best Mid-Size Employers” by Forbes Magazine.

 

Forward-Looking Statements

 

In this press release, Selective and its management discuss
and make statements based on currently available information regarding their intentions, beliefs, current expectations, and projections
regarding Selective’s future actions, operations and performance. These statements are “forward-looking statements” under
the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks, uncertainties,
and other factors that may cause our actual results, levels of activity, or performance to differ materially from what we indicated
or implied. In many cases, forward-looking statements contain words such as “may,” “will,” “could,”
“would,” “should,” “expect,” “plan,” “anticipate,” “target,” “project,”
“intend,” “believe,” “estimate,” “predict,” “potential,” “pro forma,”
“seek,” “likely,” or “continue” or other like terms. These statements are not guarantees of future
performance. We undertake no obligation, other than as may be required under the federal securities laws, to publicly update or
revise any forward-looking statements for any reason. Risk factors that could cause our actual results to differ materially from
what we project, forecast, or estimate in forward-looking statements include those in Selective’s filing with the SEC. These
risk factors may not be exhaustive. We operate in a continually changing business environment, and new risk factors that we cannot
predict or assess may emerge from time-to-time.

 

Selective’s SEC filings can be accessed through the Investors
page of Selective’s website, www.Selective.com, or through the SEC’s EDGAR Database at www.sec.gov (Selective
EDGAR CIK No. 0000230557).

 

Media Contact:

Jamie Beal

VP, Director of Communications

Selective Insurance Group, Inc.

973-948-1234

media@selective.com

 

Investor Contact:

Rohan Pai

SVP, Investor Relations and Treasury

Selective Insurance Group, Inc.

973-948-1364

Investor.relations@selective.com

 

Selective Insurance Group, Inc.

40 Wantage Avenue

Branchville, NJ 07890

www.selective.com

 

# # #

 

 

 

Exhibit 99.2

 

FOR IMMEDIATE RELEASE

 

 

 

Selective Insurance Authorizes New $100
Million Share Repurchase Program

 

BRANCHVILLE, N.J., Dec. 2, 2020 – Selective Insurance
Group, Inc. (NASDAQ: SIGI) today announced that its Board of Directors authorized a new share repurchase program under which it
may repurchase up to $100 million of its outstanding shares.

 

“This share repurchase program demonstrates Selective Board’s
ongoing commitment to enhancing shareholder value and emphasizes our confidence in Selective’s long-term financial outlook,”
said John Marchioni, President and CEO. “Selective’s strong earnings and growth outlook provides us the ability to
continue to invest in the business while returning value to shareholders through quarterly dividends and opportunistic share repurchases.”

 

The timing and amount of any share repurchases under the authorization
will be determined by management at its discretion and based on market conditions and other considerations. Share repurchases under
the authorizations may be made through a variety of methods, which may include open market purchases, pre-set trading plans meeting
the requirements of Rule 10b5-1 and Rule 10b-18 under the Securities Exchange Act of 1934, privately negotiated transactions, block
trades, accelerated share repurchase plans, or any combination of such methods.

 

The $100 million share repurchase program has no set expiration
or termination date. Selective’s repurchase program does not obligate it to acquire any particular amount of its common stock,
and the repurchase program may be suspended or discontinued at any time at Selective’s discretion.

 

About Selective Insurance Group, Inc.

 

Selective Insurance Group, Inc. is a holding company for 10
property and casualty insurance companies rated “A” (Excellent) by A.M. Best. Through independent agents, the insurance
companies offer standard and specialty insurance for commercial and personal risks and flood insurance through the National Flood
Insurance Program’s Write Your Own Program. Selective’s unique position as both a leading insurance group and an employer of choice
is recognized in a wide variety of awards and honors, including listing in the Fortune 1000 and being named one of “America’s
Best Mid-Size Employers” by Forbes Magazine. For more information about Selective, visit www.Selective.com.

 

 

Forward-Looking Statements

 

In this press release, Selective and its management discuss
and make statements based on currently available information regarding their intentions, beliefs, current expectations, and projections
regarding Selective’s future actions, operations and performance. These statements are “forward-looking statements” under
the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks, uncertainties,
and other factors that may cause our actual results, levels of activity, or performance to differ materially from what we indicated
or implied. In many cases, forward-looking statements contain words such as “may,” “will,” “could,”
“would,” “should,” “expect,” “plan,” “anticipate,” “target,” “project,”
“intend,” “believe,” “estimate,” “predict,” “potential,” “pro forma,”
“seek,” “likely,” or “continue” or other like terms. These statements are not guarantees of future
performance. We undertake no obligation, other than as may be required under the federal securities laws, to publicly update or
revise any forward-looking statements for any reason. Risk factors that could cause our actual results to differ materially from
what we project, forecast, or estimate in forward-looking statements include those in Selective’s filing with the SEC. These
risk factors may not be exhaustive. We operate in a continually changing business environment, and new risk factors that we cannot
predict or assess may emerge from time-to-time.

 

Selective’s SEC filings can be accessed through the Investors
page of Selective’s website, www.Selective.com, or through the SEC’s EDGAR Database at www.sec.gov (Selective
EDGAR CIK No. 0000230557).

 

Media Contact:

Jamie Beal

VP, Director of Communications

Selective Insurance Group, Inc.

973-948-1234

media@selective.com

 

Investor Contact:

Rohan Pai

SVP, Investor Relations and Treasury

Selective Insurance Group, Inc.

973-948-1364

Investor.relations@selective.com

 

Selective Insurance Group, Inc.

40 Wantage Avenue

Branchville, NJ 07890

www.selective.com

 

 

# # #

 



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