Exhibit No. 4(E)
(Face of Security)
REGISTERED
REGISTERED
NO.
___________
$
_____________
CUSIP 743315 AF 0
THE PROGRESSIVE CORPORATION
7% NOTE DUE 2013
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 October 1, 2013, 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 April 1 and
October 1 of each year, commencing on April 1, 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 April 1 or the October 1, 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 October 6, 1993, 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. Nothwithstanding
the foregoing, if the date hereof is after the fifteenth day of March or
September, as the case may be, and before the following April 1 or October 1,
this Note shall bear interest from such April 1 or October 1; provided, that if
the Issuer default in the payment of interest due on such April 1 or October 1,
then this Note shall bear interest from the next preceding April 1 or October 1
to which interest has been paid or, if no interest has been paid on this Note,
from October 6, 1993. The interest so payable on any April 1 or October 1 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 March 15 or September 15, as the case may be, next
preceding such April 1 or October 1.
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.
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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] By:
___________________________________
President and Chief Executive
Officer
Attest:
________________________
Secretary
Date: ________________
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
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(Back of Security)
THE PROGRESSIVE CORPORATION
7% NOTE DUE 2013
This Note is one of a duly authorized issue of debenture, 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 rate, 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 7% Notes Due 2013 of
the Issuer, limited in aggregate principal amount to $150,000,000.
In case an Event of Default, as defined in the Indenture, with respect to
the 7% Notes Due 2013 shall have occurred and be continuing, the principal
hereof any 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 wavier 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, 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.
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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 or 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.
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
UNIF GIFT MIN ACT - Uniform Gifts to Minors Act
in common
_____________________________
(State)
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
______________________________________________________________________________
______________________________________________________________________________
Please print or typewrite name and address including postal zip code of
assignee
______________________________________________________________________________
the within Note and all rights
thereunder, hereby irrevocably constituting and appointing
______________________________________________________________________________
attorney to transfer said Note on the
books of the Issuer, with full power of substitution in the premises.
Date:
_________________ _________________________________________
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.
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