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EXHIBIT NO. 4(H)
(Face of Security)
REGISTERED REGISTERED
No. R________ $___________
CUSIP 743315 AG 8
SEE REVERSE FOR CERTAIN
DEFINITIONS
THE PROGRESSIVE CORPORATION
6.60% NOTE DUE 2004
THE PROGRESSIVE CORPORATION, an Ohio corporation (the "Issuer"), for value
received, hereby promises to pay to ____________________________________ or
registered assigns, at the office or agency of the Issuer at the office of the
Trustee in Canton, Massachusetts, the principal sum of __________________
dollars on January 15, 2004, in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts, and to pay interest semiannually on January 15 and
July 15 of each year, commencing on July 15, 1994, on said principal sum at said
office or agency, in like coin or currency, at the rate per annum specified in
the title of this Note, from the January 15 or the July 15, as the case may be,
next preceding the date of this Note to which interest has been paid, unless the
date hereof is a date to which interest has been paid, in which case from the
date of this Note, or unless no interest has been paid on the Notes, in which
case from January 12, 1994, until payment of said principal sum has been made or
duly provided for; PROVIDED, that payment of interest may be made at the option
of the Issuer by check mailed to the address of the person entitled thereto as
such address shall appear on the Security Register. Notwithstanding the
foregoing, if the date hereof is after the first day of January or July, as the
case may be, and before the following January 15 or July 15, this Note shall
bear interest from such January 15 or July 15; PROVIDED, that if the Issuer
shall default in the payment of interest due on such January 15 or July 15, then
this Note shall bear interest from the next preceding January 15 or July 15 to
which interest has been paid or, if no interest has been paid on this Note, from
January 12, 1994. The interest so payable on any January 15 or July 15 will,
subject to certain exceptions provided in the Indenture referred to on the
reverse hereof, be paid to the person in whose name this Note is registered at
the close of business on the January 1 or July 1, as the case may be, next
preceding such January 15 or July 15.
Reference is made to the further provisions of this Note set forth on
the reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by the Trustee under
the Indenture referred to on the reverse hereof.
IN WITNESS WHEREOF, The Progressive Corporation has caused this instrument to
be signed by facsimile by its duly authorized officers and has caused a
facsimile of its corporate seal to be affixed hereto or imprinted hereon.
THE PROGRESSIVE CORPORATION
(CORPORATE SEAL)
Attest: THE PROGRESSIVE CORPORATION
/s/ Xxxxx X. Xxxxxxxxx By /s/ Xxxxx X. Xxxxx
- - - ---------------------- --------------------------------
Secretary President and Chief Executive
Officer
Dated:_____________
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities, of the series designated herein, referred to in
the within-mentioned Indenture.
THE FIRST NATIONAL BANK OF BOSTON,
as Trustee
By:_______________________________
Authorized Signatory
(Back of Security)
THE PROGRESSIVE CORPORATION
6.60% NOTE DUE 2004
This Note is one of a duly authorized issue of debentures, notes, bonds or
other evidences of indebtedness of the Issuer (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture dated as of September 15, 1993 (herein called
the "Indenture"), duly executed and delivered by the Issuer to The First
National Bank of Boston, as Trustee (herein called the "Trustee"), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Issuer and the holders of the
Securities. The Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest (if any) at different rates, may be subject
to different redemption provisions (if any), may be subject to different
sinking, purchase or analogous funds (if any) and may otherwise vary as in the
Indenture provided. This Note is one of a series designated as the 6.60% Notes
Due 2004 of the Issuer, limited in aggregate principal amount to $200,000,000.
In case an Event of Default, as defined in the Indenture, with respect to the
6.60% Notes Due 2004 shall have occurred and be continuing, the principal hereof
may be declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.
The Indenture contains provisions permitting the Issuer and the Trustee, with
the consent of the Holders of not less than 66-2/3% in aggregate principal
amount of the Securities at the time Outstanding (as defined in the Indenture)
of all series to be affected (voting as one class), evidenced as in the
Indenture provided, to execute supplemental indentures adding any provisions to
or changing in any manner or eliminating any of the provisions of the Indenture
or of any supplemental indenture or modifying in any manner the rights of the
Holders of the Securities of each such series; PROVIDED, HOWEVER, that no such
supplemental indenture shall (i) extend the final maturity of any Security, or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of any interest thereon, or impair or affect the rights of any Holder to
institute suit for the payment thereof, without the consent of the Holder of
each Security so affected or (ii) reduce the aforesaid percentage of Securities,
the Holders of which are required to consent to any such supplemental indenture,
without the consent of the Holder of each Security so affected. It is also
provided in the Indenture that, with respect to certain defaults or Events of
Default regarding the Securities of any series, prior to any declaration
accelerating the maturity of such Securities, the Holders of a majority in
aggregate principal amount Outstanding of the Securities of such series may on
behalf of the Holders of all the Securities of such series waive any such past
default or Event of Default and its consequences. The preceding sentence shall
not, however, apply to a default in the payment of the principal of or premium,
if any, or interest on any of the Securities. Any such consent or waiver by the
Holder of this Note (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of this Note and any Note which may be issued in exchange or substitution
herefor,
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irrespective of whether or not any notation thereof is made upon this Note or
such other Note.
No reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Issuer, which is absolute
and unconditional, to pay the principal of and interest on this Note in the
manner, at the respective times, at the rate and in the coin or currency herein
prescribed.
The Notes are issuable in registered form without coupons in denominations of
$1,000 and any integral multiple of $1,000 at the office or agency of the Issuer
at the office of the Trustee in Canton, Massachusetts, and in the manner and
subject to the limitations provided in the Indenture, but without the payment of
any service charge. Notes may be exchanged for a like aggregate principal amount
of Notes of other authorized denominations.
The Notes are not subject to redemption at the option of the Issuer or through
the operation of a sinking fund.
Upon due presentment for registration of transfer of this Note at the office
or agency of the Issuer at the office of the Trustee in Canton, Massachusetts, a
new Note or Notes of authorized denominations for an equal aggregate principal
amount will be issued to the transferee in exchange therefor, subject to the
limitations provided in the Indenture, without charge except for any tax or
other governmental charge imposed in connection therewith.
The Issuer, the Trustee and any authorized agent of the Issuer or the Trustee
may deem and treat the registered Holder hereof as the absolute owner of this
Note (whether or not this Note shall be overdue and notwithstanding any notation
of ownership or other writing hereon), for the purpose of receiving payment of,
or on account of, the principal hereof and, subject to the provisions on the
face hereof, interest hereon, and for all other purposes, and neither the Issuer
nor the Trustee nor any authorized agent of the Issuer or the Trustee shall be
affected by notice to the contrary.
No recourse under or upon any obligation, covenant or agreement of the Issuer in
the Indenture or any indenture supplemental thereto or in any Note, or because
of the creation of any indebtedness represented thereby, shall be had against
any incorporator, shareholder, officer or director, as such, of the Issuer or of
any successor corporation, either directly or through the Issuer or any
successor corporation, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, all such liability being expressly waived and released
by the acceptance hereof and as part of the consideration for the issue hereof.
Terms used herein which are defined in the Indenture shall have the respective
meanings assigned thereto in the Indenture.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
CUST - Custodian
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT - __(Cust)___Custodian __(Minor)
under Uniform Gifts to Minors Act
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(State)
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Additional abbreviations may also be used though not in the above list.
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FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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Please print or typewrite name and address including postal zip code of
assignee
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the within Note and all rights
thereunder, hereby irrevocably constituting and appointing
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attorney to transfer said Note on the
books of the Issuer, with full power of substitution in the premises.
Date:
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NOTICE: The signature to this assignment must
correspond with the name as written upon the
face of the within instrument in every
particular, without alteration or enlargement
or any change whatever.
