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Exhibit 4.2
THE PROGRESSIVE CORPORATION
AND
STATE STREET BANK AND TRUST COMPANY, as
Successor Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of March 15, 1996
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THIS FIRST SUPPLEMENTAL INDENTURE, dated as of March 15, 1996 (this
"Supplemental Indenture") by and between THE PROGRESSIVE CORPORATION, an Ohio
corporation (the "Issuer") and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts trust company ("SSB"), in its capacity as Successor Trustee (in
such capacity, the "Successor Trustee").
WITNESSETH:
WHEREAS, the Issuer entered into an Indenture, dated as of September
15, 1993 (the "Indenture"), with The First National Bank of Boston ("FNBB"), in
its capacity as Trustee (in such capacity, the "Original Trustee"), pursuant to
which the Issuer may from time to time issue its unsecured debentures, notes
and other evidences of indebtedness in one or more series; and
WHEREAS, SSB has acquired substantially all of the corporate trust
business of FNBB; and
WHEREAS, the parties hereto wish to confirm the succession of SSB as
trustee under the Indenture.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the parties hereto mutually covenant and agree as
follows:
1. Pursuant to Section 6.11 of the Indenture, SSB, by virtue of
its succession to the corporate trust business of FNBB, is the Successor
Trustee under the Indenture.
2. SSB represents and warrants that (a) to the best of its
knowledge, it is qualified under Section 310(b) of the Trust Indenture Act of
1939 and (b) it is eligible to serve as Successor Trustee under the provisions
of Section 6.8 of the Indenture. SSB hereby accepts its appointment as
Successor Trustee.
3. The Issuer hereby confirms the removal of the Original Trustee
and the appointment of SSB as the Successor Trustee, and further confirms that
all rights and powers of the trustee under the Indenture have vested in the
Successor Trustee.
4. The definition of "Corporate Trust Office" in Section 1.1 of
the Indenture shall be deleted and the following shall be added in its place:
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"Corporate Trust Office" means the office of the Trustee at
which the corporate trust business of the Trustee shall, at
any particular time, be principally administered, which office
is currently located at Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, Attn.: Corporate Trust Administration.
5. In all other ways the Indenture is hereby ratified and
confirmed.
THE PROGRESSIVE CORPORATION
By /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Treasurer
[Corporate Seal]
Attest:
By /s/ Xxxxx X. Xxxxxxxxx
-------------------------
Xxxxx X. Xxxxxxxxx
Secretary
STATE STREET BANK AND TRUST
COMPANY
By /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Assistant Vice President
[Corporate Seal]
Attest:
By /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Senior Account Administrator
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STATE OF OHIO )
) ss.:
COUNTY OF CUYAHOGA )
On this 14th day of March, 1996, before me personally came Xxxxxxx X.
Xxxxxx, to me personally known, who, being by me duly sworn, did depose and say
that he is a resident of Cuyahoga County, Ohio; that he is an officer of THE
PROGRESSIVE CORPORATION, one of the corporations described in and which
executed the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
/s/ Xxxxxxx X. Xxxxx
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Notary Public
My commission expires:
[Notarial Seal]
STATE OF MASSACHUSETTS )
) ss.:
COUNTY OF SUFFOLK )
On this 15th day of March, 1996, before me personally came Xxxx X.
Xxxxx, to me personally known, who, being by me duly sworn, did depose and say
that she is a resident of Norfolk County, Massachusetts; that she is an
authorized officer of STATE STREET BANK AND TRUST COMPANY, one of the
corporations described in and which executed the above instrument; that she
knows the corporate seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that she signed her name thereto by
like authority.
/s/ Xxxxx Xxxxxxx
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Notary Public
My commission expires:
[Notarial Seal]
